Corporate Governance 2024, and seminars on board and audit committee matters, AI and cybersecurity. Collectively, the Directors spent close to 103 hours on training programmes, forums and workshops in FY 2024. As at the end of FY 2024, all Directors have attended the sustainability training as prescribed by the Listing Manual. Ms Belita Ong, who joined the Board on 1 January 2024 and had no prior experience as a director of a listed issuer, also underwent mandatory training on the roles and responsibilities of a director of a listed issuer. Board Committees The Board has established various Board Committees to assist in the discharge of its functions. The Board Committees are the Audit Committee (AC), ESC, Executive Resource and Compensation Committee (ERCC), Nominating Committee (NC), and Risk Committee (RC). The ESC (formed from the merger of the Executive Committee (EXCO) and the Strategy and Sustainability Committee (SSC) with effect from 1 January 2025) assists the Board in reviewing investment and divestment proposals, mergers and acquisitions and any resulting corporate and financial restructuring, within the Board-approved limits. The ESC reviews and recommends to the Board for approval, the Group’s annual budget and forecasts, capital management and treasury policies, credit and funding proposals (including capital markets issuances and on-market share repurchases), long-term strategic plans and sustainability strategies, and provides input to the Board and Board Committees on sustainability matters. The Board also adopts a crossCommittee membership approach between the AC and the RC to facilitate more effective communication and better coordination of risk oversight. In this regard, as at 14 March 2025, two members of the AC (namely Tan Sri Abdul Farid Alias and Mr Gabriel Lim Meng Liang) also served as members of the RC. 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 a quarterly basis to the Board the decisions and significant matters discussed at Board Committee meetings, and minutes of such meetings are circulated to all Board members. The composition of the various Board Committees as at 14 March 2025 is set out in the table below. Board Members AC ESC ERCC NC RC Miguel Ko (Non-independent Chairman) – C M M – Lee Chee Koon (Group CEO) – M – – – Anthony Lim Weng Kin1 (Lead Independent Director) – – M C – Chaly Mah Chee Kheong (Independent Director) C M – – – Gabriel Lim Meng Liang2 (Non-independent Director) M – – – M Judy Hsu Chung Wei (Independent Director) – – C – M David Su Tuong Sing3 (Independent Director) – M – M – Helen Wong Siu Ming4 (Independent Director) M M – – – Tan Sri Abdul Farid Alias5 (Independent Director) M – – – C Belita Ong (Independent Director) – – M – M Tham Kui Seng6 (Independent Director) M – – M – Eugene Lai7 (Independent Director) – – M – M Total 5 5 5 4 5 Legend: AC: Audit Committee C: Chairman ERCC: Executive Resource and Compensation Committee ESC: Executive and Sustainability Committee M: Member NC: Nominating Committee RC: Risk Committee 1 Mr Anthony Lim Weng Kin, a member of the NC, was appointed as chairman of the NC with effect from 1 September 2024. 2 Mr Gabriel Lim Meng Liang was re-designated as a non-independent Director with effect from 1 September 2024. He ceased to be chairman and a member of the NC, and was appointed as a member of the AC, with effect from 1 September 2024. 3 Mr David Su Tuong Sing ceased to be a member of the AC, and was appointed as a member of the NC, with effect from 1 September 2024. 4 Ms Helen Wong Siu Ming ceased to be a member of the RC, and was appointed as a member of the EXCO (merged with the SSC to form the ESC with effect from 1 January 2025), upon the conclusion of the annual general meeting held on 25 April 2024. 5 Tan Sri Abdul Farid Alias, a member of the RC, was appointed as chairman of the RC upon the conclusion of the annual general meeting held on 25 April 2024. 6 Mr Tham Kui Seng was appointed as a member of the AC and the NC with effect from 1 January 2025. 7 Mr Eugene Lai was appointed as a member of the ERCC and the RC with effect from 1 January 2025. 52 CapitaLand Investment Limited The Board and Board Committees regularly review the structure and terms of reference of the Board Committees together with committee membership, to ensure that they remain effective in fulfilling their objectives. In general, each independent Director serves on at least one Board Committee, and the Board Committees (except the ESC which is chaired by the Board Chairman) are each chaired by a different independent Director. This is to foster active participation by every Director. Meetings of Board and Board Committees The Board and Board Committees meet regularly and meetings are scheduled prior to the start of each financial year. The Constitution of the Company (Constitution) also permits Directors to participate via audio or video conference. The independent Directors, led by Mr Anthony Lim Weng Kin, the Lead Independent Director (LID), also set aside time at every Board meeting to meet without the presence of Management. The LID provides feedback to the Board and/or the Chairman. The non-executive Chairman also meets with the other non-executive Directors at every Board meeting without the presence of Management. There is active interaction between Management and the Board, and Management provides updates to the Board at Board meetings on the progress of the Group’s business and operations (including market developments and trends, business initiatives, budget and capital management) and challenges the Group faces. The Board also meets with Senior Management at least annually to review and deliberate on strategy and strategic matters, including the Company’s capital and debt structure to ensure compatibility with its strategic goals and risk appetite. In the lead-up to the Board strategy meeting in FY 2024, Management met with the SSC several times to seek its guidance in Management’s formulation of strategic options for the Company. The Directors and Management have separate, independent and unfettered access to each other at all times for any information they may require. Management provides the Board with complete and adequate information on a timely basis before Board and Board Committee meetings to facilitate focused discussions and active participation. Management also provides the Board with ongoing reports relating to the Company’s operational and financial performance, as well as updates on market developments and trends. This enables the Directors to make informed decisions and discharge their duties and responsibilities. The Board meets at least on a quarterly basis. For FY 2024, the Board held five meetings, including one held offsite to discuss strategy. The Directors’ meeting attendance record in FY 2024 is set out on page 75 of this Annual Report. All Directors actively participate in discussions, which includes challenging assumptions, offering alternative scenarios, and testing Management’s vision on the relevant matter. No individual Director influences or dominates the decisionmaking process. The Board has separate and independent access to the Company Secretary. The Company Secretary supports the Board by attending to corporate secretarial matters, ensuring that Board procedures are followed at Board meetings and facilitating administration work relating to Directors’ professional development. The Company Secretary also assists the Board Chairman and the Board to implement and strengthen corporate governance practices and processes with a view to enhancing long-term shareholder value. The appointment and removal of the Company Secretary are subject to the Board’s approval. The Directors are entitled to access independent professional advice where required, at the Company’s expense. Principle 2: Board Composition and Guidance Board Independence The Board, through the NC, reviews the size and composition of the Board and Board Committees regularly, to ensure that they are appropriate to support effective deliberations and decision-making, and the composition reflects a strong independent element and diversity of thought and background. The review takes into account the scope and nature of the Group’s operations, external environment and competition. The Board Charter provides that at least one-third of the Board shall comprise independent Directors. If the Chairman is not an independent Director, the Company will appoint a LID and a majority of the Board shall comprise independent Directors. The Company has a significant majority of independent Directors – 9 out of 12 Directors are non-executive independent Directors (including a LID). The non-executive Chairman, the Group CEO and Mr Gabriel Lim Meng Liang are the only non-independent Directors. This exceeds the requirements in the Listing Manual, the Code and the Board Charter. Other than the Group CEO, non-executive Directors make up the rest of the Board. Profiles of the Directors and their designations are set out on pages 8 to 11 of this Annual Report. The Board, taking into account the NC’s views, assesses annually (and when circumstances require) the independence of each Director, taking into consideration the relevant relationships and circumstances, including those specified in the Listing Manual and the Code (including recommendations 53 Annual Report 2024
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