CapitaLand Investment Limited - Annual Report 2021

Corporate Governance Corporate Governance Meetings of Board and Board Committees The Board and the respective Board Committees meet regularly to discuss strategy, financial results as well as operational and governance matters. Board and Board Committee meetings are scheduled prior to the start of each financial year in consultation with the Directors with a view to ensuring that all the Directors would be able to participate in the meetings. The Constitution of the Company (Constitution) also permits Directors to participate via audio or video conference. In view of the safe management measures and/or travel restrictions imposed by various countries due to the COVID-19 pandemic, virtual participation was necessary for certain Board and Board Committee meetings held during FY 2021. The Constitution provides for the quorum necessary for the transaction of the business of the Directors at each Board meeting (unless fixed by the Directors at any number) to be two. The quorum for the transaction of the business of each Board Committee, however, is a majority of its members (excluding any member who has a conflict of interest in the subject matter under consideration). Notwithstanding this, there is an expectation for Directors to attend scheduled Board and Board Committee meetings except if unusual circumstances make attendance impractical or if a Director has to recuse himself or herself from the meeting in relation to the sole matter under consideration at such meeting. All Board and Board Committee meetings held during FY 2021 attained attendance by Directors in excess of the aforementioned quorum requirements. The independent Directors, led by the Lead Independent Director (LID), also set aside time at every Boardmeeting to meet without the presence of Management and at other times when necessary. Where appropriate, the LID provides feedback to the Board and/or the Chairman after such meetings. The non-executive Chairman also meets with the other non-executive Directors at every Board meeting without the presence of Management. The Board will hold at least four scheduledmeetings each year, with ad hoc Boardmeetings convened as required. Board meetings typically take up a full day. At each Board meeting: (a) the chairperson of each Board Committee provides an update on the significant matters discussed at the Board Committee meetings which were held before the quarterly Board meetings; (b) the Group CEO provides updates on the Group’s business and operations, including latest market developments and trends, and business initiatives and opportunities; and (c) the Group Chief Financial Officer (Group CFO) presents the Group’s financial performance and budgetary and capital management related matters. Presentations and updates given by key executives at the Board meetings allow the Board to develop a good understanding of the progress of the Group’s business and the issues and challenges the Group is faced with, as well as promote active engagement between Board members and the key executives. Any risk management or other major issues, including taxation, that are relevant to the Company’s performance or position are also highlighted to the Board. Further, any material variance between any projections in budget or business plans and the actual results from business activities and operations are disclosed and explained to the Board. To keep the Board abreast of investors’ concerns, feedback and perceptions, the Board receives regular updates on analyst estimates and views. This includes updates and analyses of the shareholder register, highlights of key shareholder engagements as well as market feedback. Through the meetings, the Board reviews, monitors and oversees the implementation of the Group’s corporate strategy. The Board also meets at least annually to review and deliberate on strategy and strategic matters with Senior Management. In the lead up to the Board meeting to discuss strategy, Management meets with the SC several times to seek its guidance in Management’s formulation of strategic options for the Company. The SC was introduced to the overall Board Committee structure in recognition of the leading role the Board plays in the process of developing and reviewing the Company’s strategy. The Board adopts and practises the principle of collective decision-making. It is able to achieve consensus on matters requiring its approval after a robust debate on each matter placed before it for approval or guidance. Prior to decision-making, Directors actively challenge assumptions, offer alternative scenarios, and test Management’s vision on the relevant matter. The Board is able to achieve this as it benefits from a culture of open, frank, rigorous and constructive discussions and debates at Board and Board Committee meetings which are conducted on a professional basis. There is mutual trust and respect among the Directors. No individual Director influences or dominates the decision-making process. The Board is provided with relevant information on a timely basis prior to Board and Board Committee meetings. This enables Directors to make informed decisions to discharge their duties and responsibilities. In addition to receiving complete, adequate and timely information on Board affairs and issues requiring the Board’s decision, the Board also receives information on an ongoing basis. Management provides the Board with ongoing reports relating to the operational and financial performance of the Company, as well as updates on market developments and trends. As a general rule, Board papers are sent to Board or Board Committee members in advance of each Board or Board Committee meeting, to allow them to prepare for the meetings and to enable discussions to focus on any questions or issues that they may have or identify. Where appropriate, Management briefs Directors in advance on issues to be discussed before the Board or Board Committee meeting. Agendas for Board and Board Committee meetings are prepared in consultation with and incorporate inputs from Senior Management, the Chairman and the chairpersons of the respective Board Committees. This provides assurance that important topics and issues will be covered. Half-year and full-year financial statements are reviewed by the AC prior to the recommendation to the Board for approval. In line with the Company’s ongoing commitment to minimise paper waste and reduce its carbon footprint, the Company does not provide printed copies of Board papers. Instead, Directors are provided with tablet devices for them to access and review Board and Board Committee papers whether prior to or during meetings. This initiative also enhances information security as the papers are made available through an encrypted channel. Directors are also able to review and approve written resolutions using the tablet devices. Although the Company has adopted semi-annual financial results reporting with effect from its Introductory Listing on 20 September 2021, the Board meets on a quarterly basis. A record of the Directors’ attendance at general meeting(s) of shareholders and Board and Board Committee meetings held since its Introductory Listing on 20 September 2021 up to 31 December 2021 is set out on page 124 of this Annual Report. There were no general meetings of shareholders held during this period. The Group CEO who is also a Director attends all Board meetings. He also attends all EXCO and SC meetings as a member and all other Board Committee meetings on an ex officio basis. Other senior executives attend Board and Board Committee meetings as required to brief the Board on specific business matters. The matters discussed at Board and Board Committee meetings are set out briefly in the table below. The deliberations and decisions taken at Board and Board Committee meetings are minuted. • Strategy • Business and Operations Update • Financial Performance • Feedback from Board Committees • Governance • Directors Training and Development • Facilitate Business Opportunities and Strategic Relationships AC EXCO ERCC NC RC SC • Financial Performance • Internal Controls • Internal and External Audit • Whistle- Blowing • Investments and Divestments • Mergers and Acquisitions • Debt and/or Equity Funding • Remuneration • Management Development and Succession Planning • Board Performance • Board Succession • Board Governance • Risk Management • Risk Governance • Risk Culture • Strategy Review and Monitoring (including Oversight of Sustainability Matters) • Strategic Planning Board of Directors Annual Report 2021 89 CapitaLand Investment Limited 88