CapitaLand Investment Limited - Annual Report 2021

Corporate Governance Corporate Governance Each newly-appointed Director is provided with a formal letter of appointment setting out the key terms of appointment. He or she also has access to the Director’s Manual which includes information on a broad range of matters relating to the role, duties and responsibilities of a Director. All Directors upon appointment also undergo an induction programme which focuses on orientating the Director to the Company’s business, operations, strategies, organisation structure, responsibilities of key management personnel, and financial and governance practices. The induction programme also provides opportunities for the new Director to get acquainted with members of Senior Management which facilitates their interaction at Board meetings. Where a newly appointed Director has no prior experience as a director of an issuer listed on the SGX-ST, such Director will undergo training on the roles and responsibilities of a director of a listed issuer, as prescribed by the SGX-ST, unless the Nominating Committee (NC) determines that such training is not required because the Director has other relevant experience. Ms Judy Hsu Chung Wei, Ms Helen Wong Siu Ming and Mr David Su Tuong Sing, being first-time directors, are or will be undergoing training in the roles and responsibilities of a director of a listed issuer as prescribed by the SGX-ST. Following their appointment, Directors are provided with opportunities for continuing education in areas such as directors’ duties and responsibilities and changes to regulations, risk management and accounting standards. The objective is to enable them to be updated on matters that affect or go towards enhancing their performance as Directors or Board Committee members. Directors may also contribute by recommending suitable training and development programmes to the Board. The Company also believes in keeping Boardmembers updated and externally focused. Directors are encouraged to attend training and professional development programmes which include forums and dialogues with experts and senior business leaders on issues facing boards and board practices. Sharing and information sessions by guest speakers and Management team members are organised as part of Board events and meetings. These include updates on business strategies and key industry developments and trends. Directors may also receive on a regular basis reading materials on topical matters or subjects and their implications for the business. Board Committees The Board has established various Board and other committees to assist it in the discharge of its functions. The Board Committees are the Audit Committee (AC), the Executive Committee (EXCO), the Executive Resource and Compensation Committee (ERCC), the NC, the Risk Committee (RC) and the SC. The composition of the various Board Committees as of 15 March 2022 is set out in the table below as well as in the Corporate Information section of this Annual Report. COMPOSITION OF BOARD COMMITTEES AS AT 15 MARCH 2022 Committees AC EXCO ERCC NC RC SC Board Members Miguel Ko Non-Independent Chairman - C M M - M Lee Chee Koon Group CEO and Non-Independent Director - M - - - M Anthony Lim Weng Kin Lead Independent Director M - - M - C Stephen Lee Ching Yen Independent Director - - C C - - Chaly Mah Chee Kheong Independent Director C M - - - - Kee Teck Koon Independent Director - M - - C - Goh Swee Chen Independent Director - - M - M - Gabriel Lim Meng Liang Independent Director M - - - M - Judy Hsu Chung Wei Independent Director - - M - M - Helen Wong Siu Ming Independent Director M - - - - M David Su Tuong Sing Independent Director - - - - - M Legend: AC: Audit Committee SC: Strategy Committee RC: Risk Committee C: Chairman M: Member NC: Nominating Committee ERCC: Executive Resource and Compensation Committee EXCO: Executive Committee BOARD AC NC SC EXCO RC ERCC In addition to the Board Committees mandated by the Listing Manual of the SGX-ST (Listing Manual), and recommended or guided by the Code, the Board has set up two other Board Committees, namely the EXCO and the SC. The EXCO assists the Board primarily in its review of investment, credit and funding proposals. The EXCO carries out its responsibility within the authorities/limits approved by the Board. The SC assists the Board in reviewing the Group’s strategy, including recommending to the Board for approval the strategic plan and strategic initiatives on matters such as digitalisation. With effect from January 2022, the SC has also taken on board the additional duty of overseeing sustainability strategies and plans. Each Board Committee is formed with clear written terms of reference (setting out its composition, authorities and duties, including reporting back to the Board) and operates under delegated authority from the Board with the Board retaining overall oversight. The chairpersons of these Board Committees report on the decisions and significant matters discussed at the respective Committee meetings to the Board on a quarterly basis. The minutes of the Board Committee meetings which record the deliberations and decisions taken during these meetings are also circulated to all Board members for their information. The duties and responsibilities of the various Board Committees are set out in this Report. The Board may form other Board Committees from time to time. Independent Director Non-Independent Director 4 4 2 2 2 3 3 1 1 2 AC 4 NC 3 EXCO 4 RC 4 ERCC 4 SC 5 COMPOSITION OF BOARD COMMITTEES AS AT 15 MARCH 2022 Annual Report 2021 85 CapitaLand Investment Limited 84