A record of the Directors’ attendance at general meeting(s) of Unitholders and Board and Board Committee meetings held in FY 2023 is set out on page 144 of this Annual Report. The CEO, who is also a Director, attends all Board meetings. He also attends all EC meetings as a member and all ARC and NRC meetings on an ex officio basis. Other members of Management attend Board and Board Committee meetings as required to brief the Board and Board Committees on specific business matters. There is active interaction between the Directors and Management during Board and Board Committee meetings, as well as outside of Board and Board Committee meetings, including Board-hosted lunches and dinners. The Directors have separate, independent and unfettered access to Management for any information that they may require. Likewise, Management has access to Directors outside the formal environment of Board and Board Committee meetings for any guidance that it may seek whenever a need arises. The Board and Management share a productive and harmonious relationship, which is critical for good governance and organisational effectiveness. The Directors also have separate and independent access to the company secretary of the Manager (Company Secretary). The Company Secretary is legally trained, has oversight of corporate secretarial administration matters and provides advice to the Board and Management on corporate governance matters. The Company Secretary attends Board meetings and assists the Chairman in ensuring that Board procedures are followed. The Company Secretary also facilitates the induction programme for new Directors and oversees professional development administration for the Directors. The appointment and the removal of the Company Secretary is subject to the Board’s approval. The Directors, whether individually or collectively as the Board, are entitled to have access to independent external professional advice where necessary, at the Manager’s expense. Principle 2: Board Composition and Guidance Board Independence The Board has a strong independent element with a significant majority of non-executive IDs. As at the date of this Annual Report, six out of nine directors, including the Chairman, are non-executive IDs. Other than the CEO who is the only executive Director on the Board, non-executive Directors make up the rest of the Board. None of the IDs as at the date of this Annual Report have served on the Board for nine years or longer. No lead ID is appointed as the Chairman is an ID. Profiles of the Directors, their respective Board Committee memberships and roles are set out on pages 34 to 39 of this Annual Report. Key information on the Directors is also available on CLCT’s website (Website) at www.clct.com.sg. The Board, through the NRC, reviews from time to time the size and composition of the Board and the Board Committees, with a view to ensuring that the size is appropriate in facilitating effective deliberations and decisionmaking, and the composition reflects an appropriate level of independence as well as diversity of thought and backgrounds. The review takes into account the scope and nature of the CLCT Group’s operations, the evolving external environment and the competition that the CLCT Group faces. The Board, through the NRC, assesses annually (and additionally as and when circumstances require) the independence of each Director, taking into consideration the relevant relationships and circumstances, including those specified in the Listing Manual and the guidance in the Code, the Securities and Futures (Licensing and Conduct of Business) Regulations (SFR) and where relevant, the recommendations set out in the Practice Guidance accompanying the Code (Practice Guidance), that are relevant in the determination as to whether a Director is independent. A Director is considered independent if he or she is independent in conduct, character and judgement and: (a) has no relationship with the Manager, its related corporations, its substantial shareholders, CLCT’s substantial Unitholders (being Unitholders who have interests in voting Units with 5% or more of the total votes attached to all voting Units) or the Manager’s officers that could interfere, or be reasonably perceived to interfere with the exercise of his or her independent business judgement in the best interests of CLCT; (b) is independent from the management of the Manager and CLCT, from any business relationship with the Manager and CLCT, and from every substantial shareholder of the Manager and every substantial Unitholder of CLCT; (c) is not a substantial shareholder of the Manager or a substantial Unitholder of CLCT; (d) is not employed and has not been employed by the Manager or CLCT or their respective related corporations in the current financial year or any of the past three financial years; CORPORATE GOVERNANCE 116 CAPITALAND CHINA TRUST
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