Constance Hotels Services Limited | Annual Report 2025

109 ANNUAL REPORT 2025

Director Duties, Remuneration and Performance

Prior to each Annual Meeting, the Nomination and Remuneration Committee assesses the performance, contribution and continued independence (where applicable) of Directors who are due to retire and who offer themselves for re-election. Based on this evaluation, the Committee makes recommendations to the Board. The Board subsequently considers these recommendations and, where appropriate, proposes the re-election of the relevant Directors for approval by Shareholders at the Annual Meeting of Shareholders. The Company maintains an ongoing process to monitor and address its succession planning requirements, taking into account its size, organisational structure and strategic objectives. In this regard, the Company identifies the competencies required at Board and Senior Management levels and maintains a structured approach to the assessment, development and retention of talent capable of assuming key leadership roles. This process is designed to ensure continuity of leadership across critical positions and to support the effective implementation of the Company’s current and future strategic priorities. Succession planning is reviewed periodically by the Nomination and Remuneration Committee, in consultation with the Chairman of the Board and the Constance Group Chief Executive Officer, with updates provided to the Board as appropriate. 4.5. Succession Planning

When current Directors are being considered for re-nomination, the Nomination and Remuneration Committee takes into consideration the Director’s history of attendance at Board and Committee meetings, tenure as a member of the Board, preparation for and contribution to decision-making at meetings, and the outcome of past Board evaluations relevant to that Director.

4.3. Director Induction and Development

5. Director Duties, Remuneration and Performance 5.1. Duties of Directors All Directors are fully apprised of their statutory and fiduciary duties, as set out in the Board Charter, the Code of Ethics and Conduct for Directors, and related governance documents provided upon appointment and during induction. In the discharge of their responsibilities, Directors act with integrity and propriety and in accordance with Section 143 of the Companies Act 2001. They exercise their powers within the scope of their authority and act in good faith and in the best interests of the Company at all times. Directors are required to exercise the degree of care, diligence, and skill that a prudent person would exercise in comparable circumstances. Directors remain accountable to the Company for any benefit derived in the performance of their fiduciary duties and are prohibited from making improper use of confidential information obtained through their position, except where duly authorised. They do not compete with the Company and do not use Company assets for unlawful purposes. In addition, Directors are required to declare any direct or indirect interests in matters before the Board, and such disclosures are duly recorded by the Company Secretary. They are also required to account for and properly transfer any assets or funds acquired on behalf of the Company in the course of their duties. Directors attend Board meetings with reasonable regularity and ensure that proper accounting records are maintained and made available for inspection in accordance with applicable legal and regulatory requirements. Refer to Section 5.11 on attendance at Board and Committee meetings. 5.2. Report on Directors and Designated Employees Conflict of Interest In accordance with the Companies Act 2001, Directors are required to disclose any direct or indirect interests in transactions or proposed transactions with the Company.

Directors and Designated Employees must promptly declare any actual or potential conflicts of interest, which are recorded in the Company’s Register of Interests/Insiders maintained by the Company Secretary. At the commencement of each Board meeting, Directors are invited to declare any conflicts of interest or related party transactions not previously disclosed. Where a conflict exists, the concerned Director abstains from deliberations and voting on the relevant matter and is not counted for quorum purposes, in accordance with applicable legal and governance requirements. The Board may require a Director to take reasonable steps to address or mitigate a conflict situation to ensure that the Company’s interests remain paramount. Related party transactions include financial and non-financial transactions between the Company and a Director, Designated Employee, or their Associates. Such transactions are disclosed to the Board and recorded in the Register of Interests. In line with the Companies Act 2001, material related party transactions are disclosed to shareholders, except where the transaction is conducted on arm’s length terms. The Company ensures that related party transactions are reviewed for fairness and transparency, and, where required, are subject to appropriate approvals. The Board is satisfied that all related party transactions undertaken during the year under review were conducted on normal commercial terms and did not prejudice the interests of the Company or its minority shareholders. Related Party Transactions Oversight of the implementation of the Conflict of Interest and Related Party Transactions Policy is delegated to the Company Secretary in respect of Directors, and to the Audit and Risk Management Committee, in conjunction with the Auditors, in respect of Designated Employees Written confirmations are obtained annually from Directors and Designated Employees affirming compliance with the Policy. Compliance is monitored on an ongoing basis and reported to the Board. Monitoring and Oversight

The Board retains responsibility for ensuring that newly appointed Directors receive a comprehensive and structured induction programme. The Company has implemented a structured induction programme for newly appointed Directors to ensure they are properly equipped to discharge their duties. The programme includes the provision of a comprehensive induction pack covering key corporate, governance, financial, and regulatory information; meetings with the Chairman, Committee Chairpersons, and Senior Management; briefings on Directors’ legal responsibilities, the Company’s strategy, operations and regulatory environment; site visits to principal properties and facilities; and access to relevant constitutional documents, legislation, Board and Committee minutes, and the latest Board evaluation report. Directors are personally responsible for their professional development. However, the Board does periodically reviews training and continuing education needs to ensure that members remain abreast of evolving legal, regulatory, and industry developments. In 2025, Directors and Senior Officers had the opportunity to participate in a workshop Strengthening the Board’s Role in Financial Crimes Oversight. The Directors also participated in a workshop on IFRS 18 ‘Presentation and Disclosure in Financial Statements’, the IFRS S1 ‘General Requirements for Disclosure of Sustainability-related Financial Information’ and IFRS S2 ‘Climate-related Disclosures’. The Board reviews the professional development and ongoing knowledge acquisition of Directors on an annual basis. 4.4. Terms of Service of Directors and Re Election The terms of office of Directors are governed by the Constitution of the Company (Article 21.2), as approved by shareholders at the 2012 Annual Meeting of Shareholders. In accordance with the Constitution, one-third of the Directors (or the number nearest to one-third) retire from office at each Annual Meeting of Shareholders and are eligible for re-election. This staggered rotation ensures continuity within the Board while allowing Shareholders to periodically review the composition of the Board.

Establish/Review Strategic Plan

Maintain Skills Inventory

Identify Board and Key Executive Positions

The Succession Planning Process

Develop Job Profiles for each Key Board and Executive Position

Provide Development Opportunities

Undertake Competency Gap Analysis