CapitaLand Investment Limited - Annual Report 2021

PRINCIPLE 2: BOARD COMPOSITION AND GUIDANCE Board Independence The Board, through the NC, reviews from time to time the size and composition of the Board and Board Committees, with a view to ensuring that the size of the Board and Board Committees is appropriate in facilitating effective decision-making. The Board and Board Committees have a strong independent element and their compositions reflect diversity of thought and background. The review takes into account the scope and nature of the Group’s operations, and the competition the Group faces. The Company has a significant majority of independent Directors. Its Board Charter provides that at least one-third of the Board shall comprise independent Directors. The Board Charter also provides that, in the event that the Chairman is not an independent Director, the Company will appoint a LID and ensure that the Board comprises a majority of independent Directors. The Board has a strong independent element – 9 out of 11 Directors, are non-executive independent Directors. The non-executive Chairman and the Group CEO are the only non-independent Directors. Other than the Group CEO who is the only executive Director on the Board, non-executive Directors make up the rest of the Board. Profiles of the Directors, their respective designations and roles are set out on pages 12 to 19 of this Annual Report. Key information on Directors is also available on the Company’s website. The Board, taking into account the views of the NC, assesses annually (and additionally as and when circumstances require) the independence of each Director in accordance with the requirements of the Listing Manual, the Code and where relevant, the recommendations set out in the Practice Guidance accompanying the Code (Practice Guidance). A Director is considered independent if he/she has no relationship with the Company, its related corporations, its substantial shareholders or its officers that could interfere, or be reasonably perceived to interfere, with the exercise of his/her independent business judgement in the best interests of the Company. The Board carried out the assessment of the independence of each Director for the purpose of the Company’s Introductory Listing and refreshed its assessment in February 2022. The paragraphs below set out the outcome of the assessment. As part of the review process on the independence of the independent Directors, the NC also took into consideration the following: (a) directorships (if any) in Temasek Holdings (Private) Limited (Temasek), the majority shareholder of the Company through CLG, and in organisations linked to Temasek; and (b) appointments (if any) in organisations which have a business relationship with the Group. NC reviews each Director’s business interests and considers the Director’s conduct at Board meetings Director is also required to make his or her own self- assessment, and confirm that he or she has exercised independent business judgement ASSESSMENT PROCESS Directorships (if any) in Temasek, the majority shareholder of the Company through CLG, and in organisations linked to Temasek Appointments (if any) in organisations which have a business relationship with the Group Additional Considerations Based on the outcome of the assessment, other than Mr Lee Chee Koon, the Group CEO, and Mr Miguel Ko, the non-executive Chairman, both of whom are the only non-independent Directors, all members of the Board are considered to be independent Directors. Mr Lee, who is the Group CEO of the Company, is considered non-independent by virtue of his employment by the Company. Mr Ko is considered non-independent because of his recent past employment by CLA Real Estate Holdings Pte. Ltd., a related corporation of the Company. Further, none of the non-executive Directors is a former CEO of the Company in the past two years. There is active interaction between Board members and Management during Board and Board Committee meetings, as well as outside of Board and Board Committee meetings. The Board has unfettered access to any Management staff for any information that it may require at all times. Likewise, Management has access to Directors outside of the formal environment of Board and Board Committee meetings for guidance. The Board and Management share a productive and harmonious relationship which facilitates separate and independent access by Directors to Management executives, which is critical for good governance and organisational effectiveness. The Board also has separate and independent access to the Company Secretaries at all times. The Company Secretaries are legally trained and keep themselves abreast of relevant developments. They support the Board in discharging its responsibilities and this includes attending to corporate secretarial administration matters and providing advice to the Board and Management on corporate governance matters. The Company Secretaries attend all Board meetings and assist the Chairman in ensuring that Board procedures are followed. The Company Secretaries also facilitate orientation and undertake professional development administration for the Directors. The appointment and the removal of the Company Secretaries are subject to the Board’s approval. The Board, whether as individual Directors or as a group, is also entitled to have access to independent professional advice where required, at the Company’s expense. The Company follows a rigorous process to evaluate the independence of independent Directors. As part of the process: (a) each non-executive Director provides information of his or her business interests and confirms, on an annual basis, that there are no relationships which interfere with the exercise of his or her independent business judgement with a view to the best interests of the Company; such information is then reviewed by the NC. In this regard, all independent Directors have in their respective declarations confirmed that they do not have any relationships with the Company, its related corporations, its substantial shareholders or its officers that could interfere, or be reasonably perceived to interfere, with the exercise of their independent business judgement with a view to the best interests of the Company; and (b) the NC also reflects on the respective Directors’ conduct and contributions at Board and Board Committee meetings, in particular, whether the relevant Director has exercised independent judgement in discharging his or her duties and responsibilities. Thereafter, the NC’s recommendation is presented to the Board for its determination. Each Director is required to recuse himself or herself from the NC’s and the Board’s deliberations respectively on his or her own independence. The NC also reviews the independence of Directors as and when there is a change of circumstances involving the Director. In this regard, Directors are required to report to the Company any change of circumstances which may affect his or her independence. Corporate Governance Corporate Governance Annual Report 2021 91 CapitaLand Investment Limited 90