CapitaLand Investment Limited - Annual Report 2021

Company. In line with this, the Board has a standing policy which requires each Director to not allow himself/ herself to get into a situation where his/her duty to the Company conflicts with his/her own interests and, in this regard, a Director is required to disclose to the Board his/her interests in any transaction to which the Company is a party, and any other conflicts (including potential conflicts) of interest. Where a Director has an interest in a transaction or a conflict of interest in a particular matter, he or she will be required to declare his/her interest to the Board, recuse himself/herself from the deliberations and abstain from voting on the transaction or matter. During the financial year ended 31 December 2021 (FY 2021), every Director has complied with this policy and, where relevant, such compliance has been duly recorded in the minutes of meeting or circular resolutions. The Company also has a policy of not providing loans to Directors. Further, Directors are required to act with due diligence in the discharge of their duties and they are responsible for ensuring that they have the relevant knowledge (including understanding the business of the Company and the environment in which it operates) to carry out and discharge their duties as Directors. They are also required to dedicate the necessary effort, commitment and time to their work, and are expected to attend all meetings of the Board, except if unusual circumstances make attendance impractical or if a Director has to recuse himself/ herself from the meeting in relation to the sole matter under consideration at such meeting. The Directors have attained a 100% attendance record for all Board and Board Committee meetings held during FY 2021. Sustainability The Company places sustainability at the core of everything it does. It is committed to growing its business in a responsible manner, delivering long-term economic value, and contributing to the environmental and social well-being of the communities in which it has a presence. In keeping with this commitment, sustainability- related considerations are key aspects of the Board’s strategic formulation. At the Board level, in recognition of the importance of sustainability as a business imperative and consistent with the principle that the Board plays an important role in considering and incorporating sustainability considerations as part of its strategy development, a Board Committee, the Strategy Committee (SC) in addition to overseeing the formulation of the Group’s strategy, is now charged with the responsibility of overseeing sustainability strategies and plans, including providing guidance to Management and monitoring progress towards achieving the goals of any sustainability initiatives. This was previously under the purview of the CapitaLand Sustainability Council, which was chaired by Ms Goh Swee Chen, an independent Director, and which comprised selected Board and Senior Management members. This council was dissolved on 31 December 2021. An important consideration is ensuring that Environmental, Social and Governance (ESG) risks and opportunities are holistically integrated into and inform the Company’s long-term strategy. This also sets the tone at the top to ensure the alignment of the Company’s activities with its purpose and stakeholder interests. In 2020, prior to the strategic restructuring of CapitaLand and its businesses, CapitaLand Limited (CL), which is now known as CapitaLand Group Pte. Ltd. (CLG), adopted the CapitaLand 2030 Sustainability Master Plan to elevate the CapitaLand group’s commitment to global sustainability in built environments given its presence in more than 220 cities and over 30 countries. As part of its Introductory Listing, the Company adopted the same master plan. The CapitaLand 2030 Sustainability Master Plan is a strategic blueprint which outlines the Company’s goals and directs sustainability efforts towards a common purpose. The master plan sets out the Group’s sustainability targets over the next decade and the pathways to achieve such targets. It focuses on the three key pillars of ESG to drive the Company’s sustainability efforts. As part of its sustainability commitment, the Company embeds ESG considerations into its investment analysis, financing consideration and day-to-day business operations. The master plan, which is intended to be dynamic in nature, is reviewed every two years. Directors’ Development The Company ensures that its Directors and executive officers have appropriate experience and expertise to manage the Group’s business. In view of the increasingly demanding, complex and multi-dimensional role of a Director, the Board recognises the importance of continual training and development for its Directors so as to equip them to discharge the duties and responsibilities of their office as Directors of the Company to the best of their abilities. The Company has in place a training framework to guide and support the Company towards meeting the objective of having a Board which comprises individuals who are competent and possess up-to-date knowledge and skills necessary to discharge their duties and responsibilities. The costs of training are borne by the Company. Provides overall guidance and policy directions to Management Fosters the success of the Company and delivers sustainable value over the long term to shareholders Works with Management to achieve the Company’s objectives Management is responsible for the day-to-day operations in accordance with the policies and directions established by the Board BOARD MATTERS PRINCIPLE 1: THE BOARD’S CONDUCT OF AFFAIRS Board’s Duties and Responsibilities The Board has the primary responsibility to foster the success of the Company so as to deliver sustainable value over the long term, and to engage stakeholders based on the principles of sustainability and sound governance. It oversees the strategic direction, performance and affairs of the Group and provides overall guidance to Management, led by the Group Chief Executive Officer (Group CEO). In this regard, the Board works with Management to achieve the Company’s objectives and Management is accountable to the Board for its performance. The Company has adopted a Board Charter which sets out the Board’s role, responsibilities, duties and powers, which include: (a) approving the strategies and objectives for the Company, and monitoring the progress in achieving them; (b) approving the financial plan (including annual budgets and capital management plans) and monitoring the financial performance of the Company; (c) approving share issuances, dividends and other returns to shareholders; (d) approving corporate and financial restructuring, mergers, major acquisitions and divestments; (e) approving the risk appetite of the Company, and reviewing the adequacy and effectiveness of the risk management and internal control systems; (f) approving the overall remuneration policy and compensation framework, and the compensation package for the Group CEO and other key management personnel positions; and (g) reviewing matters which involve a conflict of interest for a substantial shareholder or a Director. The Board has established financial approval limits for capital expenditure, investments, divestments, bank borrowings and issuance of shares as well as debt and equity-linked instruments and this is communicated to Management in writing. The financial approval limits set out the specific matters which the Board has reserved for its approval. Apart from matters that require the Board’s approval, the Board delegates authority for transactions below those limits to Board Committees and Management to optimise operational efficiency. Directors are fiduciaries of the Company, and are collectively and individually obliged at all times to act objectively in the best interests of the Company. Consistent with this principle, the Board is committed to ethics and integrity of action and has adopted a Board Code of Business Conduct & Ethics which provides for every Director to, among other things, adhere to the highest standards of ethical conduct. All Directors are required to comply with the Board Code of Business Conduct & Ethics. This sets the appropriate tone from the top in respect of the desired organisational culture, and ensures proper accountability within the Corporate Governance Corporate Governance Annual Report 2021 83 CapitaLand Investment Limited 82