Corporate Governance contact for shareholders, Directors and Management where contact through the normal channels of communication with the Chairman or Management is inappropriate or inadequate. Principle 4: Board Membership The Board has a formal and transparent process for the appointment and re-appointment of Directors. It has established the NC, which makes recommendations to the Board on all appointments to the Board and Board Committees. All Board appointments are made based on merit and subject to the Board’s approval. A majority of the NC members, including the NC Chairman, are non-executive independent Directors. Under its terms of reference, the NC’s scope of duties and responsibilities includes the following: (a) review and make recommendations to the Board on the size and composition of the Board, succession plans for Directors, and composition of Board Committees; (b) review and recommend an objective process and criteria for evaluation of the performance of the Board, Board Committees and Directors; (c) ensure training and professional development programmes are put in place for the Directors, including to ensure that new Directors are aware of and understand their duties and obligations; (d) consider annually, and when required, if a Director is independent and provide views to the Board; and (e) make recommendations to the Board on the appointment and re-appointment of directors. Board Composition and Renewal Candidates are identified based on the Company’s needs, taking into account its strategic priorities and skills required, and assessed against a range of criteria including the candidates’ demonstrated business sense and judgement, skills and expertise, and market and industry knowledge (and may include financial, sustainability or other competency, geographical representation and business background) with due consideration to diversity targets and factors in the Board Diversity policy. The NC also considers the candidate’s alignment with the Company’s strategic directions and values, ability to commit time and potential to complement the expertise and experience of the existing Board members, as well as any qualitative feedback from Directors and Management from its annual Board evaluation exercise. The NC uses a skills matrix to determine the skills gaps of the Board and to assess if the expertise and experience of a candidate would complement those of the existing Board members. External consultants may be retained to ensure that there is a diverse slate of candidates. The Board supports continuous renewal for good governance, and has guidelines which provide for independent Directors’ tenure of two terms of a total of approximately 6 years, with any extension to be rigorously considered by the NC. Board succession planning is part of the NC’s annual review of the Board composition as well as when a Director gives notice of intention to retire or resign. The annual review takes into account the requirements in the Listing Manual and the Code and the diversity targets and factors in the Board Diversity Policy. The outcome is reported to the Board. The Board strives for orderly succession and continually looks to fill future gaps in competencies and renew the Board progressively, whilst ensuring continuity and sustainable performance. In FY 2024, the NC undertook four reviews of the Board and Board Committee memberships. Reviews were undertaken to address the retirement by rotation of Directors, the proposed streamlining of the Board Committee structure by merging the EXCO and SSC to form the ESC, the proposed re-designation of Mr Gabriel Lim Meng Liang as a non-independent Director, and the appointment of Mr Tham Kui Seng and Mr Eugene Lai as Directors. The appointment of Mr Tham and Mr Lai as Directors on 1 January 2025, and Ms Belita Ong as Director on 1 January 2024, enhanced Board diversity in terms of professional qualifications, industry and market knowledge, age and skills and experience. Ms Ong brings significant in-country experience and industry knowledge in the investment management sector and the United States of America (US) market, while Mr Tham and Mr Lai have considerable expertise in the financial and banking sectors and the ASEAN markets, which enhances the Board’s skill sets. Ms Ong’s appointment also increased the proportion of female Directors, improving gender diversity. These appointments enable the Board to achieve significant progress towards its diversity targets, including improving gender diversity, maintaining diversity in age, ethnicity and tenure, and enhancing skill sets in fund and investment management, and international or regional experience. Shareholders’ Approval at AGM Election of Board members is the prerogative of shareholders. The Constitution requires one-third of the Directors to retire and stand for re-election at every annual general meeting (AGM), prioritised by their length of service since the previous re-election or appointment and who are not otherwise required to retire (one-third rotation rule). Effectively, this results in all Directors (including the Group CEO) having to retire and seek re-election at least once every 3 years. In addition, any newly appointed Director must stand for re-election at the AGM immediately following his/ her appointment, and will be subject to the one-third rotation rule thereafter. 58 CapitaLand Investment Limited Each year, the NC advises the Board of those Directors who are retiring or due for re-election, and makes recommendations as to whether the Board should support their re-election. The NC reviews the retiring Director’s contributions, considering the Board’s collective skill sets and near-term targets and plans relating to Board renewal, the Director’s attendance and level of engagement at Board meetings, and their other appointments and commitments. Each NC member must recuse himself from deliberations on his re-election. At the upcoming 2025 AGM, Mr David Su Tuong Sing, Ms Helen Wong Siu Ming, Mr Gabriel Lim Meng Liang and Mr Miguel Ko, who are retiring by rotation, will stand for reelection. Noting the contributions of Mr Su, Ms Wong, Mr Lim6 and Mr Ko, including as chairman of the relevant Board Committees, the NC recommended to the Board to support their re-election. Mr Tham Kui Seng and Mr Eugene Lai, who were newly appointed in January 2025, will also seek reelection at the upcoming 2025 AGM. The Board has duly provided its support for the re-election of these Directors. All Directors seeking re-election have recused themselves from deliberations and voting by the Board and NC in respect of their own re-election. Shareholders vote on the election and re-election of Directors individually at the AGMs, with key information on the relevant Directors provided in the Annual Report. Review of Directors’ Ability to Commit Time Directors must be able to devote sufficient time and attention to adequately perform their duties. Directors are required to report to the Company any changes in their other appointments or commitments. Each Director is required to make a self-assessment and confirm that he/she is able to devote sufficient time and attention to the affairs of the Company. For FY 2024, all Directors had undergone the self-assessment and provided such confirmation. In reviewing a Director’s ability to commit time to the affairs of the Company, the NC and the Board consider each Director’s confirmation, appointments and commitments, as well as attendance and conduct at Board and Board Committee meetings. They also consider if the Director’s total number of listed company board appointments is within the guidelines of major proxy advisor firms. For the Directors’ other appointments and commitments, the Board takes the view that the limit on the number of directorships and principal commitments should be considered on a case-by-case basis, as a person’s available time and attention may depend on factors, such as his/her capacity, employment status and the nature of his/ her other responsibilities. Directors are required to consult the Chairman before accepting any new directorships or fulltime executive appointments, to enable any concerns relating to time commitment and potential conflicts of interests to be addressed. The Chairman will make the requisite assessment and consult with the NC as necessary. None of the Directors currently holds more than three listed company board appointments, which number is within the guidelines of major proxy advisor firms of 4 to 6 listed company board appointments. The Directors’ listed company directorships and other principal commitments are disclosed on pages 8 to 11 of this Annual Report. There is no alternate director to any of the Directors, which is in line with the principle adopted by the NC that it will generally not approve the appointment of alternate directors. Directors are informed of the expectation to attend scheduled meetings, unless unusual circumstances make attendance impractical or if a Director has to recuse himself or herself from the discussion. The Directors achieved full attendance rate for Board and Board Committee meetings held in FY 2024. The Directors’ attendance record for FY 2024 is set out on page 75 of this Annual Report. Based on the above, the NC (with each member recused from the deliberations in respect of himself) has determined that each Director has been adequately carrying out his/her duties as a Director of the Company. The Board, taking into consideration the NC’s assessment, has noted that each Director has met the requirements under the NC’s guidelines and has been adequately carrying out his/her duties as a Director of the Company. Principle 5: Board Performance The Board believes that regular self-assessment and evaluation of Board performance enables the Board to reflect on its effectiveness, including the quality of its decisions, clarify the individual and collective roles and responsibilities of the Directors and give Directors’ understanding of expectations to enhance effectiveness. The process helps identify key strengths and gaps in Board composition, and areas for improvement, which are essential to effective stewardship of the Company. 6 Mr Lim will have served as a Director for more than 6 years by the 2025 AGM, taking into account his tenure on the board of CL (now known as CLG). As his tenure exceeded 6 years, the extension was subject to rigorous review by the NC based on the Company’s guidelines. 59 Annual Report 2024
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