CapitaLand Investment Limited - Annual Report 2021

137 CapitaLand Investment Limited 136 Annual Report 2021 SHARE PLANS – PERFORMANCE SHARE PLANS AND RESTRICTED SHARE PLANS (continued) (c) Awards under the CLI Restricted Share Plans (CLI RSP) (continued) The ERCC grants an initial number of shares (baseline award) which are conditional on targets set for a performance period, currently prescribed to be a one-year performance period. A specified number of shares will only be released by the ERCC to the recipients at the end of the qualifying performance period, provided the threshold targets are achieved. The final number of shares to be released will depend on the achievement of pre-determined targets at the end of a one-year performance period. No share will be released if the threshold targets are not met at the end of the performance period. On the other hand, if superior targets are met, more shares than the baseline award can be delivered up to a maximum of 150% of the baseline award. The ERCC has the discretion to adjust the number of shares released taking into consideration other relevant quantitative and qualitative factors. Once the final number of shares has been determined, it will be released over a vesting period of three years. Recipients can receive fully paid shares, their equivalent cash value or combinations thereof, at no cost. There was no grant of award under CLI RSP during the year. SHARE OPTIONS During the financial period, there were: (i) no options granted by the Company or its subsidiaries to any person to take up unissued shares in the Company or its subsidiaries; and (ii) no shares issued by virtue of any exercise of option to take up unissued shares of the Company or its subsidiaries. As at the end of the financial period, there were no unissued shares of the Company or its subsidiaries under options. AUDIT COMMITTEE The Audit Committee members at the date of this statement are Mr Chaly Mah Chee Kheong (Chairman), Mr Gabriel Lim Meng Liang, Mr Anthony Lim Weng Kin and Helen Wong Siu Ming. The Audit Committee shall discharge its duties in accordance with the Companies Act (Chapter 50) and the Listing Manual of the SGX-ST. The Audit Committee shall also be guided by the Code of Corporate Governance (2 May 2012) and the Guidebook for Audit Committee in Singapore (Second Edition), and any such codes or regulations as may be applicable from time to time. The principal responsibility of the Audit Committee is to assist the Board of Directors in fulfilling its oversight responsibilities. Areas of review by the Audit Committee include: • the reliability and integrity of the financial statements; • the impact of new, revised or proposed changes in accounting standards and policies or regulatory requirements on the financial statements; • the compliance with laws and regulations, particularly those of the Act and the Listing Manual of the SGX-ST; Directors’ Statement Directors’ Statement AUDIT COMMITTEE (continued) • the appropriateness of half-yearly and full year announcements and reports; • in conjunction with the assessment by the Risk Committee, assesses the adequacy and effectiveness of the internal control (including financial, operational, compliance and information technology controls) and risk management systems established by management to manage risks; • the adequacy and effectiveness of internal and external audits; • the appointment and re-appointment of external auditors and the level of auditors’ remuneration; • the nature and extent of non-audit services and their impact on independence and objectivity of the external auditors; • interested person transactions; • review the whistle-blowing reports and the policy and processes for the detection, independent investigation and follow-up action relating to possible improprieties in financial reporting or other matters, if any; • the processes put in place to manage any material conflicts of interest within the Group; and • all conflicts of interest matters referred to it. The Audit Committee also reviews the policy and arrangements by which employees of the Company and any other persons may, in confidence, report suspected fraud or irregularity or suspected infringement of any laws or regulations or rules or, raise concerns about possible improprieties in matters of financial reporting or other matters, with a view to ensuring that arrangements are in place for such concerns to be raised and independently investigated and for appropriate follow-up action to be taken. Where the Audit Committee becomes aware of any improprieties, the Audit Committee shall discuss such matter with the external auditors and, at an appropriate time, report the matter to the Board. Where appropriate, the Audit Committee shall also commission internal investigations into such matters. Pursuant to this, the Audit Committee has introduced a whistle blowing policy where employees or any person may raise improprieties to the Audit Committee Chairman in good faith, with the confidence that employees or any person making such reports will be treated fairly and be protected from reprisal. The Audit Committee met two times in 2021. Specific functions performed during the year included reviewing the scope of work and strategies of both the internal and external auditors, and the results arising therefrom, including their evaluation of the system of internal controls. The Audit Committee also reviewed the assistance given by the Company’s officers to the auditors. The financial statements of the Group and the Company were reviewed by the Audit Committee prior to the submission to the Board of Directors of the Company for adoption. The Audit Committee also met with the internal and external auditors, without the presence of management, to discuss any issues of concern with them. The Audit Committee has, in accordance with Chapter 9 of the Listing Manual of the SGX-ST, reviewed the requirements for approval and disclosure of interested person transactions, reviewed the procedures set by the Group and the Company to identify and report and where necessary, seek approval for interested person transactions and, with the assistance of the internal auditors, reviewed interested person transactions. The Audit Committee also undertook half-yearly reviews of all non-audit services provided by KPMG LLP and its member firms and was satisfied that they did not affect their independence as external auditors of the Company. The Audit Committee has recommended to the Board of Directors that the auditors, KPMG LLP, be nominated for re-appointment as auditors at the forthcoming Annual General Meeting of the Company.