As the roles of the Chairman and the CEO are held by separate individuals who are not related to each other, and the Chairman is an ID, no lead ID has been appointed. Moreover, the Board has a strong independent element as six out of nine directors (including the Chairman) as at the date of this Annual Report are non-executive IDs. There are also sufficient measures in place to address situations where the Chairman is conflicted as he is required to recuse himself from deliberations and abstain from voting on any matter that could potentially give rise to conflict. The foregoing is consistent with the intent of Principle 3 of the Code. Principle 4: Board Membership The Board has a formal and transparent process for the appointment and re-appointment of Directors, taking into account the need for progressive renewal of the Board. It has established the NRC which makes recommendations to the Board on all appointments to the Board and Board Committees. All Board appointments are made based on merit and approved by the Board. As at the date of this Annual Report, the NRC comprises four non-executive Directors, three of whom (including the chairman of the NRC) are IDs. The four members on the NRC are Mr Soh Kim Soon (NRC chairman), Mr Neo Poh Kiat, Mr Tan Tee How and Ms Quah Ley Hoon. Mr Tan Tee How was appointed as a member of NRC on 1 January 2024. Ms Quah Ley Hoon succeeded Mr Lim Cho Pin Andrew Geoffrey who retired from the Board and concurrently as a member of NRC on 16 June 2023. The NRC met four times in FY 2023. The NRC has also reviewed and approved various matters within its remit via circulating papers. Under its terms of reference, the NRC’s scope of duties and responsibilities includes: (a) reviewing the structure, size and composition of the Board and Board Committees and formulating, reviewing and making recommendations to the Board on succession plans for Directors, in particular, the appointment and/or replacement of the Chairman and the CEO; (b) reviewing and making recommendations to the Board on the process and criteria for the evaluation of the performance of the Board, Board Committees and individual Directors and the results of such evaluation annually; (c) considering annually and as and when circumstances require, if a Director is independent; and (d) considering and making recommendations to the Board on the appointment and re-appointment of Directors. In addition to the above, the NRC and/or the Board as a whole is kept abreast of relevant matters relating to the review of succession plans relating to the key management personnel, in particular the appointment and/ or replacement of the key management personnel. While this is a partial deviation from Provision 4.1(a) of the Code which requires the NRC to make recommendations to the Board on relevant matters relating to the review of succession plans, in particular the appointment and/or replacement of the key management personnel, the Board is of the view that such matters could be considered either by the NRC or by the Board as a whole. This is accordingly consistent with the intent of Principle 4 of the Code. In respect of the review of training and professional development programmes for the Board and the Directors, the Board is of the view that this should be a matter involving the views and feedback of all members of the Board. Hence, any Director may contribute by recommending to the Board specific training and development programmes which he or she believes would benefit the Directors or the Board as a whole. The review of training and professional development programmes for the Board and the Directors is done by the Board as a whole, and this function was not delegated to the NRC. This is consistent with the intent of Principle 4 of the Code, notwithstanding that the NRC was not specifically assigned to review and make recommendations to the Board on such matters. Board Composition and Renewal The Board, through the NRC, strives to ensure that the Board has an optimal and diverse blend of backgrounds, experience and knowledge in business and general management, expertise relevant to the CLCT Group’s business and track record, and that each Director can bring to the Board an independent and objective perspective to enable balanced and well-considered decisions to be made in the interests of the CLCT Group. The channels used in the search and nomination process for identifying appropriate candidates, and the channels via which the eventual appointee(s) were found, and the criteria used to identify and evaluate potential new directors, are set out below. ANNUAL REPORT 2023 123 Financials Framework Portfolio Performance Leadership Overview
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