SUSTAINABILITY REPORT 2023 55 GOVERNANCE ORGANISATIONAL CAPITAL Short-term Targets (Annual) 2024 Target 2023 Performance Corporate Governance Achieve zero lapses in corporate governance, corruption / employee misconduct Zero lapses in corporate governance, corruption/ employee misconduct Training All licensed representatives for the Manager to fulfil the mandatory training obligations All licensed representatives for the Manager fulfilled the mandatory training obligations Achieved/Exceeded Targets BOARD INDEPENDENCE, DIVERSITY AND PERFORMANCE 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. There is a structured process for determining Board composition and for selecting candidates for appointment as Directors. In undertaking its duty of reviewing and making Board appointment recommendations to the Board, the NRC considers different time horizons for purposes of succession planning. The NRC evaluates the Board’s competencies on a long-term basis and identifies competencies which may be further strengthened in the mid to long-term to achieve CLCT’s strategy and objectives. As part of medium-term planning, the NRC seeks to refresh the membership of the Board progressively and in an orderly manner, whilst ensuring continuity and sustainability of corporate performance. The NRC also considers contingency planning to prepare for sudden and unforeseen changes. In reviewing succession plans, the NRC has in mind CLCT’s strategic priorities and the factors affecting the long-term success of CLCT. The review includes planning ahead to fill one or more vacancies which may arise in the future. Board succession planning takes into account the need to maintain flexibility to effectively address succession planning and to ensure that the Manager continues to attract and retain highly qualified individuals to serve on the Board. The NRC aims to maintain an optimal Board composition by considering the trends affecting CLCT, reviewing the skills needed and identifying gaps, including considering whether there is an appropriate level of diversity of thought. The process ensures that the Board composition is such that the Board has capabilities and experiences which are aligned with CLCT’s strategy and environment, and that there are non-executive Directors who have prior working experience in the sectors that CLCT is operating in. The process includes considerations that will provide an appropriate balance and contribute to the collective skills and competencies of the Board, such as (a) the current size and composition of the Board and Board committees; (b) the independence of potential ID candidates; (c) the suitability of potential candidates for appointment to various Board Committees; and (d) diversity factors such as business or professional experience, age and gender. The Board supports the principle that Board renewal is a necessary and continual process, both for good governance and for ensuring that the Board has the skills, expertise, diversity and experience which are relevant to the evolving needs of the CLCT Group’s business.
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