Corporate Governance INTRODUCTION CapitaLand Investment Limited (the Company) embraces the tenets of sound corporate governance including accountability, transparency and sustainability. It is committed to enhancing long-term value to stakeholders. The Board of Directors (Board) is responsible for setting the Company’s corporate governance standards and policies, which sets the tone at the top. This corporate governance report (Report) sets out the corporate governance practices for the financial year ended 31 December 2024 (FY 2024), benchmarked against the Code of Corporate Governance 2018 (Code). The Company’s governance framework and processes are in compliance with the Code’s principles of corporate governance, and also substantially with the provisions underlying the principles of the Code. Where there are deviations from the provisions of the Code, appropriate explanations are provided in this Report. BOARD MATTERS Principle 1: The Board’s Conduct of Affairs Board’s Duties and Responsibilities The Board’s primary responsibility is to foster the Company’s success so as to deliver sustainable value over the long term, and to engage stakeholders based on the principle of sustainability and sound governance. It oversees the strategic direction, performance and affairs of the Company and its subsidiaries (the Group) and provides 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 a Board Charter which sets out the Board’s role and responsibilities, which include: (a) approving the Company’s strategies and objectives, and monitoring its progress in achieving them; (b) approving the financial plan (including annual budgets and capital management plans) and monitoring the financial performance of the Company; OUR GOVERNANCE FRAMEWORK BOARD OF DIRECTORS 12 DIRECTORS (9 INDEPENDENT DIRECTORS (IDs) AND 3 NON-INDEPENDENT DIRECTORS (Non-IDs)) AUDIT COMMITTEE 4 IDs and 1 Non-ID EXECUTIVE RESOURCE AND COMPENSATION COMMITTEE NOMINATING COMMITTEE RISK COMMITTEE 4 IDs and 1 Non-ID 3 IDs and 1 Non-ID 4 IDs and 1 Non-ID 3 IDs and 2 Non-IDs EXECUTIVE AND SUSTAINABILITY COMMITTEE* * The Executive Committee and the Strategy and Sustainability Committee merged to form the Executive and Sustainability Committee with effect from 1 January 2025. 50 CapitaLand Investment Limited (c) approving corporate and financial restructuring, mergers, and major acquisitions and divestments; and (d) approving the risk appetite of the Company, and reviewing the adequacy and effectiveness of the risk management and internal control systems. The Board has established written financial approval limits which are communicated to Management through the Company’s intranet and set out matters for the Board’s approval, which include capital expenditure, investments, divestments, bank borrowings and issuance of shares as well as debt and equity-linked instruments exceeding certain thresholds. The Board delegates authority for transactions below those limits to Board Committees and Management for operational efficiency. Directors are fiduciaries of the Company, and are obliged at all times to act objectively in the Company’s best interests. To set the tone at the top on the desired organisational culture and ensure proper accountability within the Company, the Board has adopted a Board Code of Business Conduct & Ethics which provides for every Director to adhere to the highest standards of ethical conduct and to avoid conflicts of interest. Each Director is required to disclose to the Board his/her interests in the Company’s transactions (or potential transactions), and any other potential conflicts of interest, recuse himself/herself from deliberations and abstain from voting on such transactions. In FY 2024, every Director complied with this policy and such compliance has been recorded in the minutes of meeting or circular resolutions. 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 where it operates. In keeping with this commitment, sustainability-related considerations are key aspects of the Board’s strategic formulation. At the Board level, there is a Board Committee, the Executive and Sustainability Committee (ESC), which is responsible for overseeing the development of sustainability strategies and plans, including providing guidance to Management and monitoring progress towards achieving the goals of any sustainability initiatives. This also ensures that environmental, social and governance (ESG) risks and opportunities, including climate-related risks and opportunities, are holistically integrated into and inform the Company’s long-term strategy. In this regard, sustainability is integrated into each phase of the real estate life cycle, with the Group’s operations, financing activities, support for the environment, business ethics, corporate governance and care for people and communities anchored in the Company’s ESG approach. The Company has in place the CapitaLand Investment 2030 Sustainability Master Plan (SMP) to elevate its commitment to global sustainability in its business. The SMP is a strategic blueprint which outlines the Company’s goals and directs sustainability efforts towards a common purpose on the three key pillars of ESG. As part of its sustainability commitment, the Company embeds ESG considerations into its investment analysis, financing considerations and day-to-day business operations. The SMP is regularly reviewed where necessary to ensure that it remains relevant in terms of complementing the Group’s business strategy and alignment with climate science. More information on the Company’s accolades and efforts in sustainability management and stakeholder engagement can be found in the CapitaLand Investment Global Sustainability Report 2024, which will be published no later than 31 May 2025. Directors’ Development The Company has a training framework to equip Directors with the necessary knowledge and skills to understand the Group’s business and discharge their duties and responsibilities as Directors, taking into account each Director’s role(s) on the Board. The costs of training of all Directors are borne by the Company. Each newly appointed Director is provided with a letter of appointment (which sets out the key terms of appointment, time commitment expected, and the Company’s guidelines on Directors’ tenure) and a Director’s Manual (which contains a broad range of information on Directors’ roles and responsibilities and the Company’s policies on disclosure of interests in securities, conflicts of interests and securities trading restrictions). All Directors undergo an induction programme conducted by the Group CEO and Senior Management, which focuses on orientating the Director to the Company’s business, operations, policies, strategies and financial and governance practices. Where a new Director has no prior experience as a director of an issuer listed on the Singapore Exchange Securities Trading Limited (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 determines that such training is not required because the Director has other relevant experience. Directors are provided with opportunities for continuing education in areas such as directors’ duties and responsibilities, laws and regulations, risk management, accounting standards, and sustainability (including sustainability training as prescribed under the Listing Manual of the SGX-ST (Listing Manual)). Directors can also request for training in any other area or recommend specific training and development programmes to the Board. The objective is to enable Directors to be updated on matters that enhance their performance as a Director or Board Committee member. Directors are encouraged to attend training and professional development programmes, including forums and dialogues with experts and senior business leaders on issues facing boards and board practices. In FY 2024, the Directors attended events such as the Asia Board Leadership Summit 51 Annual Report 2024
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