Committees may also make decisions by way of written resolutions. The non-executive Directors (which for the avoidance of doubt, exclude the CEO as he is an executive Director and part of Management), led by the independent Chairman or other independent Director as appropriate, also meet regularly about two times in a year without the presence of Management. In FY 2023, the non-executive Directors, led by the independent Chairman, met twice for discussions without the presence of Management. The chairman of these meetings was the independent Chairman and he provided feedback to all members of the Board and/or Management as appropriate. At the scheduled Board meetings, the Board is apprised of the following: (a) significant matters discussed at the ARC meeting which is typically scheduled before each Board meeting; (b) the ARC’s recommendation on CLCT’s periodic and year-end financial results following the ARC’s review of the same; (c) decisions made by Board Committees in the period under review; (d) updates on the CLCT Group’s business and operations in the period under review, including market developments and trends, as well as business initiatives and opportunities; (e) financial performance, budgetary and capital management related matters in the period under review, including any material variance between any projections in budget or business plans and the actual results from business activities and operations; (f) any risk management issues that materially impact CLCT’s operations or financial performance; (g) updates on key Unitholder engagements in the period under review, as well as analyst views and market feedback; and (h) prospective transactions which Management is exploring. This allows the Board to develop a good understanding of the progress of the CLCT Group’s business as well as the issues and challenges faced by CLCT, and also promotes active engagement with Management. The Board adopts and practises the principle of collective decision-making and is able to achieve consensus on matters requiring its approval after robust debate. Prior to decision-making at Board and Board Committee meetings, all Directors actively participate in discussions, which include challenging assumptions, offering alternative scenarios, and testing Management’s vision on the relevant matter. The Board is able to achieve this as it benefits from a culture of open, frank, rigorous and constructive discussions and debates at Board and Board Committee meetings conducted on a professional basis. There is mutual respect and trust among the Directors. No individual Director influences or dominates the decision-making process. Management provides the Directors with complete, adequate and timely information prior to Board and Board Committee meetings and on an ongoing basis. This enables the Directors to make informed decisions and discharge their duties and responsibilities. As a general rule, meeting materials are provided to the Board and Board Committee members in advance of each Board and Board Committee meeting to allow them to prepare for the meetings and to enable them to focus discussions on any questions or issues that they may have or identify. Agendas for Board and Board Committee meetings are prepared in consultation with the Chairman and the chairmen of the respective Board Committees. This provides assurance that important topics and issues will be covered during the meetings. Half-year and full-year financial statements are reviewed by the ARC prior to recommendation to the Board for approval. In line with the Manager’s ongoing commitment to minimise paper wastage and reduce its carbon footprint, the Manager does not provide printed copies of Board and Board Committee meeting materials. Instead, the Directors are provided with tablet devices to enable them to access and review soft copies of the meeting materials whether prior to or during meetings. This initiative also enhances information security as the meeting materials are made available through a secure channel. The Directors are also able to review and approve written resolutions using the tablet devices. With a view to ensuring that the Board meets frequently enough to review all essential matters and make efficient and well-informed decisions, the Board meets at least once every financial quarter. During FY 2023, the Board held six Board meetings, including one held offsite to discuss strategy and five ARC meetings, four NRC meetings and one EC meeting were held. The key deliberations and decisions taken at Board and Board Committee meetings are recorded in writing in the minutes of meeting. ANNUAL REPORT 2023 115 Financials Framework Portfolio Performance Leadership Overview
RkJQdWJsaXNoZXIy NTkwNzg=