CORPORATE GOVERNANCE and maintained an ‘A’ for GRESB Public Disclosure 2023. CLCT has been included by SGX in the Fast Track Programme. The scheme recognises listed companies and real estate investment trusts (REITs) with good governance standards and compliance practices, and accords prioritised clearance for selected corporate- action submissions. For the Singapore Governance and Transparency Index (SGTI) 2023 assessment, CLCT was ranked 9, an improvement of 2 rankings, with a score of 98.3. BOARD MATTERS Principle 1: The Board’s Conduct of Affairs Board’s Duties and Responsibilities The Board oversees the strategic direction, performance and affairs of the Manager, in furtherance of the Manager’s primary responsibility to foster the success of CLCT so as to deliver sustainable value over the long term, and to engage stakeholders based on the principles of sustainability and sound governance. It oversees the strategic direction, performance and affairs of the CLCT Group and provides overall guidance to the management team (Management), led by the Chief Executive Officer (CEO). In this regard, the Board works with Management to achieve CLCT’s objectives and long-term success and Management is accountable to the Board for its performance. Management is responsible for the execution of the strategy for CLCT and the day-to-day operations of CLCT’s business. The Board establishes goals for Management and monitors the achievement of these goals. It ensures that proper and effective controls are in place to assess and manage business risks and compliance with requirements under the Listing Manual, the Property Funds Appendix, as well as any other applicable guidelines prescribed by the SGX-ST, MAS or other relevant authorities, and applicable laws. It also sets the disclosure and transparency standards for CLCT and ensures that obligations to Unitholders and other stakeholders are understood and met. The Board has authority to approve key matters for CLCT including: (a) material investments and divestments; (b) issuance of new units in CLCT (Units), equity-linked instruments and debt instruments; (c) income distributions and other returns to Unitholders; and (d) matters which involve a conflict of interest for a controlling Unitholder or a Director. The Board has established financial authority limits pursuant to which the Board reserves its authority to approve specific matters such as capital expenditure, investments, divestments and borrowings exceeding certain threshold limits, and delegates authority for matters below the Board’s approval limits to Board committees (each, a Board Committee) and Management to optimise operational efficiency. The delegation of authority is clearly communicated to Management in writing. The Directors are fiduciaries and are collectively and individually obliged at all times to act objectively in the best interests of CLCT. Consistent with this principle, the Board is committed to ethics and integrity of action and has adopted a Board Code of Business Conduct and Ethics (Board Code) which provides that every Director is expected to, among other things, adhere to the highest standards of ethical conduct. All Directors are required to comply with the Board Code. This sets the appropriate tone from the top in respect of the desired organisational culture, and ensures proper accountability within the Manager. In line with this, the Board has incorporated in the Board Code a standing policy that a Director must not allow himself or herself to get into a position where there is a conflict between his or her duty to CLCT and his or her own interests and, in this regard, a Director is required to disclose to the Board his or her interests in any transaction to which CLCT is a party, and any other conflicts (including potential conflicts) of interest. Where a Director has an interest in a transaction or a conflict (including potential conflict) of interest in a particular matter, he or she will be required to disclose his or her interest to the Board, recuse himself or herself from deliberations on the transaction or matter and abstain from voting on the transaction or matter. During FY 2023, every Director has complied with this policy, and where relevant, such compliance has been duly recorded in the minutes of meetings or, as the case may be, written resolutions. Furthermore, the Directors are required to act with due diligence in the discharge of their duties and they are responsible for ensuring that they have the relevant knowledge (including understanding CLCT’s business and the environment in which it operates) to carry out and discharge their duties as directors including understanding their roles as executive, non-executive, and independent directors. They are also required to dedicate the necessary effort, commitment and time to their work as directors, and are expected to attend all meetings of the Board, 112 CAPITALAND CHINA TRUST
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