CapitaLand Investment Limited - Annual Report 2021

Corporate Governance Corporate Governance Independent Director Non-Independent Director 3 3 2 2 2 2 3 1 1 2 AC 3 NC 3 EXCO 4 RC 3 ERCC 3 SC 5 COMPOSITION OF BOARD COMMITTEES AFTER THE UPCOMING 2022 AGM The composition of the various Board Committees after the upcoming 2022 AGM will be as set out in the table below. COMPOSITION OF BOARD COMMITTEES AFTER THE UPCOMING 2022 AGM 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 M - C Chaly Mah Chee Kheong Independent Director C M - - - - Kee Teck Koon Independent Director - M - - C - Gabriel Lim Meng Liang Independent Director - - - C M - Judy Hsu Chung Wei Independent Director - - C - 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 The Board Committee structure, as well as the terms of reference of the respective Board Committees, were established and adopted, respectively, in July 2021, as part of the preparation for the listing of the Company. In view of the recency of the establishment and adoption of the Board Committee structure and terms of reference, no review of the Board Committee structure or the terms of reference of any Board Committee has been undertaken since then. The Board will undertake such review regularly, to ensure that the structure and terms of reference of the Board Committees remain relevant and effective in fulfilling the objectives and responsibilities of the respective Board Committees. Similarly, the respective Board Committees will also review their terms of reference and effectiveness and recommend necessary changes to the Board. Board Committee memberships are also reviewed regularly, and as and when there are changes to Board composition, and changes are made, where appropriate. Considerations include ensuring there is an appropriate breadth of skills and continuity of experience in the respective Board Committees and an equitable and balanced distribution of duties among Board members. The Board Committee memberships are such that they foster active participation by every Director and ensure that every Director contributes to Board deliberations, in each case, to contribute to Board effectiveness. In this regard, in view of the impending retirement of Mr Stephen Lee Ching Yen and Ms Goh Swee Chen upon the conclusion of the upcoming Annual General Meeting (AGM) of the Company to be held on 29 April 2022 (2022 AGM), the Board undertook a review of Board Committee memberships in February 2022 following from which the Board approved the changes set out below to take effect after the conclusion of the upcoming 2022 AGM. The changes to be made to the Board Committee memberships after the conclusion of the upcoming 2022 AGM are as follows: (a) Mr Stephen Lee Ching Yen to step down as chairman of both the ERCC and the NC; (b) Ms Judy Hsu Chung Wei to become chairman of the ERCC; (c) Mr Gabriel Lim Meng Liang to become chairman of the NC and step down as member of the AC; (d) Ms Goh Swee Chen to step down as member of both the ERCC and the RC; and (e) Mr Anthony Lim Weng Kin to join the ERCC as a member. Annual Report 2021 87 CapitaLand Investment Limited 86