Corporate Governance Diversity Targets, Plans and Timelines Targets Achieved/Progress Towards Achieving Targets Gender To have at least 2 female Directors on the Board during the period leading up to 2025. The Company believes in achieving an optimum mix of men and women on the Board to provide different approaches and perspectives. Achieved – As at the end of FY 2024, there were 3 female Directors (out of 10 Directors) on the Board. This represents 30% of the Board. Male - 7 Directors Female - 3 Directors GENDER DIVERSITY 70% 30% The proportion of female Directors on the Board decreased to 25% (or 3 female Directors out of a total of 12 Directors) with the appointment of Mr Tham Kui Seng and Mr Eugene Lai on 1 January 2025. Age To ensure that the Board comprises Directors across the following age groups: (a) 55 and below; (b) 56 to 65; and (c) 66 and above, and to maintain such level of age diversity during the period leading up to 2025. The Company believes that age diversity would provide a broad spectrum of thoughts and views in Board and Board Committee deliberations. Achieved – As at the end of FY 2024, the Board comprised Directors across all 3 age groups, as follows: (a) 3 Directors aged 55 and below (30%); (b) 2 Directors aged between 56 to 65 (20%); and (c) 5 Directors aged 66 and above (50%). 55 years and below - 3 Directors 56 to 65 years - 2 Directors 66 years and above - 5 Directors AGE PROFILE 20% 30% 50% Mr Tham Kui Seng, who was appointed as Director on 1 January 2025, is 67 years old as at 14 March 2025. Mr Eugene Lai, who was appointed as Director on 1 January 2025, is 61 years old as at 14 March 2025. Tenure To ensure that the Board comprises Directors across the following tenure groups: (a) less than 3 years; (b) 3 to 6 years; and (c) more than 6 years, and to maintain such level of tenure diversity during the period leading up to 2025. The Company believes that tenure diversity would facilitate Board renewal progressively and in an orderly manner, whilst ensuring knowledge continuity about the Company and its business operations and sustainability of corporate performance. Achieved – As at the end of FY 2024, the Board comprises Directors across all 3 tenure groups, as follows: (a) 2 Directors’ tenure being less than 3 years (20%); (b) 5 Directors’ tenure being between 3 to 6 years (50%); and (c) 3 Directors’ tenure being more than 6 years (30%).^ Less than 3 years - 2 Directors 3 to 6 years - 5 Directors More than 6 years - 3 Directors TENURE MIX 50% 20% 30% ^ This takes into account the respective Directors’ tenure, if any, on the board of CL (now known as CLG). In view that the appointment of the relevant independent directors of CL (now known as CLG) as the Company’s independent Directors was a natural transition from such directors’ appointments as independent directors of CL, for the purposes of compliance with Rule 210(5)(d)(iv) of the Listing Manual, the period served by such directors as independent directors of CL will be counted towards, and treated as part of, the cumulative period that such directors will serve as the Company’s independent Directors. 56 CapitaLand Investment Limited Diversity Targets, Plans and Timelines Targets Achieved/Progress Towards Achieving Targets Skills & Experience To ensure that the Directors, as a group, possess: (a) a variety of skill sets, including core competencies, domain knowledge and other fields of expertise, such as finance, banking, real estate, fund and investment management and technology; and (b) a mix of industry experience, management experience, business acumen and listed company board experience, in particular on organisational development and ESG matters, by 2025, or (if applicable) to maintain such level of diversity in skill sets and experience during the period leading up to 2025. The Company believes that diversity in skill sets would support the work of the Board and Board Committees and needs of the Company, and that an optimal mix of experience would help shape the Company’s strategic objectives and provide effective guidance and oversight of Management and the Company’s operations. The Company continually endeavours to deepen the bench strength of the Board with complementary and relevant expertise, including in the areas of fund and investment management, organisational development and ESG matters. In Progress – As at the end of FY 2024, the Board comprises Directors who, as a group, possess a significant majority of the identified core skills and experience. In terms of skill sets, the Board comprises Directors with a variety of skills and expertise in areas including finance, banking, real estate, fund management, international capital markets and technology. In terms of experience, the Board comprises Directors who are corporate and business leaders and who collectively have experience in general business management, have served on public listed company boards and have international or regional experience. In terms of industry experience, the Directors collectively have exposure in various sectors and markets, including the venture capital industry and the international capital markets networks. The Board’s collective skill sets were further strengthened (in fund, investment, capital and risk management) with the appointments of Mr Tham Kui Seng and Mr Eugene Lai on 1 January 2025. Efforts to identify new Board members continue. The NC also continues to look for opportunities to strengthen the collective skill sets of the Board. The Company remains committed to enhancing Board diversity. Any further progress made towards attaining the targets will be disclosed in future Corporate Governance Reports. The Board, taking into account the NC's views, is of the opinion that the Board’s current size is appropriate with an appropriate balance and diversity of skills, knowledge, experience, gender, age, tenure, ethnicity, culture, and geographical background including nationality, taking into account the Company’s diversity targets, plans and timelines and objectives of the Board Diversity Policy and the Group’s business needs and plans, for effective decision-making, quality discussions and constructive debate. Principle 3: Chairman and Chief Executive Officer The roles of the Chairman and Group CEO are held by separate individuals, to ensure a clear division of responsibilities between the leadership of the Board and Management, such that no individual has unfettered powers of decision-making. The Chairman is elected by the Board, and does not share any family ties with the Group CEO. The Chairman leads and oversees the Board’s performance and plays a pivotal role in promoting open and constructive engagement and dialogue among the Directors as well as between the Board and Management at meetings, ensuring that the Board operates effectively as a whole. The Chairman also presides at general meetings of shareholders where he fosters constructive dialogue between shareholders, the Board and Management. The Chairman provides oversight to the Group CEO, who has executive responsibilities to manage the Group’s business and to develop and implement Board-approved policies. The separation of responsibilities of the Chairman and Group CEO, which is set out in writing, and the resulting clarity of roles facilitate robust deliberations on the Group’s business activities and strategy, and ensure an appropriate balance of power, increased accountability and greater capacity of the Board for independent decision-making. As the Chairman is non-independent, the Board has appointed Mr Anthony Lim Weng Kin as the LID. As LID, Mr Lim’s main duties are to provide leadership to the Board if circumstances arise in which the Chairman may be in conflict, to support effective Board objectivity in business judgement and oversight, and to serve as an independent leadership 57 Annual Report 2024
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