SUSTAINABILITY REPORT 2023 57 GOVERNANCE ORGANISATIONAL CAPITAL The NRC recommends for the Board’s approval the objective performance criteria, and the Board undertakes a process to evaluate the effectiveness of the Board as a whole and that of each of its Board Committees and individual Directors for every financial year. As part of the process, a questionnaire is sent to the Directors. The evaluation results are aggregated and reported to the NRC, and thereafter to the Board. The findings are considered by the Board and follow-up action is taken where necessary with a view to enhancing the effectiveness of the Board, Board Committees and individual Directors in the discharge of its and their duties and responsibilities. As and when required, external facilitators may be appointed to assist in the evaluation process of the Board, Board Committees and the individual Directors. For FY 2023, the evaluation process was conducted without involving any external facilitator. Chairman and Chief Executive Officer The roles and responsibilities of the Chairman and the CEO are held by separate individuals to ensure an appropriate balance of power, increased accountability, and greater capacity of the Board for independent decision-making, in keeping with the principles that there be a clear division of responsibilities between the leadership of the Board and Management and that no one individual has unfettered powers of decision-making. The non-executive independent Chairman, Mr Soh Kim Soon and the CEO, Mr Tan Tze Wooi do not share any family ties. The Chairman and the CEO enjoy a positive and constructive working relationship between them and support each other in their respective leadership roles. The Chairman leads and oversees the performance of the Board and plays a pivotal role in creating and facilitating the conditions needed for the overall effectiveness of the Board, Board Committees and individual Directors. This includes setting the agenda of Board meetings in collaboration with the CEO, ensuring that the agenda takes full account of the important issues faced by CLCT and there is sufficient information and time at meetings to address all agenda items, as well as promoting open and constructive engagement and dialogue among the Directors as well as between the Board and the CEO at meetings. The Chairman also guides the Board through its decision-making process and ensures that the Board operates effectively as a whole. The Chairman devotes considerable time to understanding the business of CLCT, including the issues and the competition that CLCT faces. He plays a significant leadership role by providing clear oversight, direction, advice and guidance to the CEO. He also maintains open lines of communication and engages with other members of Management regularly, and acts as a sounding board for the CEO and other members of Management on strategic and significant operational matters. The Chairman also presides at the Annual General Meeting (AGM) each year and at other general meetings where he plays a crucial role in fostering constructive dialogue between the Unitholders, the Board and Management. The CEO has full executive responsibilities to manage the CLCT Group’s business and to develop and implement policies approved by the Board. The separation of the roles and responsibilities of the Chairman and the CEO, and the resulting clarity of roles provide a healthy professional relationship between the Board and Management, facilitate robust deliberations on the CLCT Group’s business activities and the exchange of ideas and views to help shape the strategic process. 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.
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