Phoenix Media Investment Updates Remuneration Committee Charter: Majority INED Composition, Annual Meetings, Expanded Oversight

Phoenix Media Investment (Holdings) Limited has released the latest Terms of Reference for its Remuneration Committee, detailing its structure, authority and scope of duties.

Key highlights 1. Committee Composition • The committee must comprise a majority of Independent Non-executive Directors (INEDs). • Attending members shall elect an INED to chair each meeting.

2. Meeting Frequency and Quorum • Meetings are to be held at least once a year, with additional sessions as required. • A minimum of two members constitutes a quorum. Participation can be in person or via electronic means.

3. Principal Responsibilities • Recommend overall remuneration policy and structure for all directors and senior management (Executive Vice President level and above). • Review and approve management remuneration proposals against corporate goals. • Determine individual pay packages for executive directors and senior management, covering salary, benefits, pensions and termination payments. • Recommend remuneration for non-executive directors. • Vet compensation linked to loss, termination, dismissal or misconduct to ensure contractual consistency and fairness. • Oversee matters related to share schemes under Hong Kong Listing Rules Chapter 17. • Ensure no director or associate is involved in deciding his or her own remuneration.

4. Authority and Access • Empowered to request information from any employee and to obtain independent professional advice when necessary. • Must keep advisory roles of executives distinct from their operational responsibilities.

5. Reporting and Documentation • Full minutes of each meeting will be prepared by the appointed secretary. Draft and final minutes are to be circulated to all members promptly. • Resolutions and recommendations must be reported to the Board.

6. Amendment Protocol • Any modifications to the terms of reference require Board approval.

The updated charter reinforces governance standards by mandating INED leadership, formalising procedures for remuneration decisions and ensuring transparent reporting to the Board.