Corporate Governance SGXNet. Shareholders are provided with at least 21 days’ notice for general meetings, which is longer than the legally required notice period of 14 days for ordinary resolutions. The Company’s notices of general meetings are also generally published in the Business Times. To safeguard shareholder interests and rights, a separate resolution is proposed for each substantially separate issue at general meetings, unless the issues are interdependent and linked to form one significant proposal. Where resolutions are bundled, the reasons and material implications are explained in the notice of general meeting to enable shareholders to make an informed decision. In FY 2024, the Company’s 2024 AGM was held in a hybrid meeting format. Shareholders submitted questions to the Chairman of the Meeting in advance of, or at, the 2024 AGM, and the Company addressed all substantial and relevant questions received from shareholders by the submission deadline by publishing the Company’s responses to such questions on the Company’s website and SGXNet, prior to the 2024 AGM. Shareholders voted at the 2024 AGM themselves or through duly appointed proxy(ies) or representative(s). Shareholders were able to attend and vote at the 2024 AGM remotely by pre-registering for and accessing the Company’s live webcast of the 2024 AGM. The Company’s upcoming 2025 AGM will be held in a wholly physical format. Shareholders may submit substantial and relevant questions on the resolutions to be tabled at the 2025 AGM, to the Chairman of the Meeting in advance of, or at, the AGM. Shareholders may also vote at the AGM themselves or through duly appointed proxy(ies) or representative(s). Further information on the arrangements relating to the 2025 AGM is provided in the Notice of AGM dated 3 April 2025. Shareholders are entitled to attend, participate and vote at general meetings (including through the appointment of proxies or representatives) and communicate their views, raise questions and discuss with the Board and Management on matters affecting the Company. All Directors, Management and external auditors, attend to address queries from shareholders. Presentation materials for general meetings are available on the Company’s website and SGXNet. To ensure transparency in the voting process and better reflect shareholders’ shareholding interests, the Company conducts electronic poll voting for all the resolutions proposed at general meetings. The Company has only one class of shares, i.e., ordinary shares. One ordinary share is entitled to one vote. Voting procedures and rules governing general meetings are explained and votes cast on each resolution, and the respective percentages, are displayed live on-screen at the general meetings. An independent scrutineer is also appointed to validate the vote tabulation procedures. The results of the votes cast on the resolutions are also announced on the SGXNet after the general meeting. Minutes of the general meetings are available to shareholders upon request, and also uploaded to the Company’s website and on the SGXNet. Provision 11.4 of the Code requires an issuer’s Constitution to allow for absentia voting at general meetings. The Company’s Constitution currently does not permit shareholders to vote at general meetings in absentia (such as via mail or email). The Company will consider amendments to the Constitution to permit absentia voting after it has carried out careful study and is satisfied that the integrity of information and authentication of shareholders’ identity will not be compromised through web transmission, and legislative changes to the Companies Act are effected to formally recognise absentia voting. The Company is of the view that despite its deviation from Provision 11.4 of the Code, shareholders nevertheless have opportunities to communicate their views on matters affecting the Company even when they are not in attendance at general meetings. For example, shareholders may appoint proxies to attend, speak and vote, on their behalf, at any general meeting. Engagement with Shareholders The Company actively engages with its shareholders during general meetings and other dialogue sessions to solicit and understand their perspectives on matters affecting the Company. The Company regularly participates in global investor conferences and non-deal roadshows. The Company updates investors through live webcast briefings for the Company’s half-year and full-year financial results, and key investments and strategic developments. Additionally, the Company proactively keeps retail investors well-informed through business media, website updates, and other social media and publicity outlets. Materials disseminated to institutional investors are also disseminated via SGXNet for access by retail shareholders. The Company has an Investor Relations department to facilitate communication with shareholders and the general investor community, and a Group Communications department to oversee external communications efforts such as with the media. The Company maintains a website containing information on the Company, including announcements and news releases, financial statements, investor presentations, the Constitution and key events. The Company has in place an Investor Relations Policy (IR Policy) to promote regular, effective and fair communications with its shareholders. The IR Policy, which is available on the Company’s website, sets out the mechanism for shareholders to contact the Company with questions and through which the Company may respond to such questions. 72 CapitaLand Investment Limited Dividends Policy The Company has a policy on paying dividends to shareholders in an equitable and timely manner. Barring unforeseen circumstances, the Company’s policy is to declare a dividend minimally 50% of the annual cash PATMI. The annual dividend may be in the form of cash or distribution in specie. The dividend information is made available on the Company’s website. Upon approval by shareholders at the general meeting, dividends are generally paid to all shareholders within 15 market days after the record date. Timely Disclosure of Information The Company is committed to providing its shareholders, other stakeholders, analysts and the media with access to accurate and timely information about the Company, by posting announcements and news releases on SGXNet and the Company’s website on a timely and consistent basis. The Company provides shareholders with its half-year and full-year financial statements and, on a voluntary basis, with quarterly business updates between such announcements, which contain information on the Group’s key operating and financial metrics. In addition to financial statements, the Company also keeps its shareholders, stakeholders and analysts informed of the performance and changes in the Group or its business which are materially price-sensitive or trade-sensitive. In providing such information to shareholders, the Board seeks to provide them with a balanced, clear and understandable assessment of the Group’s performance, position and prospects. The Group has a formal policy on corporate disclosure controls and procedures to ensure that the Company complies with its disclosure obligations under the Listing Manual. These controls and procedures incorporate decisionmaking processes and an obligation on internal reporting of decisions made. MANAGING STAKEHOLDER RELATIONSHIPS Principle 13: Engagement with Stakeholders The Board’s role includes considering sustainability as part of its strategy formulation. The Company adopts an inclusive approach by considering and balancing the needs and interests of material stakeholders. The Company has arrangements in place to identify, engage and manage relationships with its material stakeholder groups and gathers feedback on the sustainability issues most important to such groups. The Company also updates its website with current information on its sustainability strategy and stakeholder engagements, to facilitate communication and engagement with the Company’s stakeholders. In 2024, the Company conducted a sustainability-focused roadshow to provide the institutional investor community with updates on its progress in this area. The recording and materials from the roadshow were published on SGXNet, ensuring accessibility for all stakeholders. The Company has received recognition for its efforts on sustainability. More information on the Company’s strategy and key areas of focus for stakeholder engagement can be found in the CapitaLand Investment Global Sustainability Report 2024. In addition, the rights of the Company’s creditors, which comprise lending banks, are protected with well-spread debt maturity and a healthy interest coverage ratio. Regular internal reviews are also conducted to ensure that various capital management metrics remain compliant with loan covenants. ADDITIONAL INFORMATION Dealings in Securities The Company has a securities trading policy for the Group’s officers and employees which applies the best practice recommendations in the Listing Manual. Directors and employees must refrain from dealing in the Company’s securities (a) while in possession of material unpublished price-sensitive or trade-sensitive information, and (b) during the one-month period before the announcement of the Company’s half-year and full-year financial statements. In addition, Directors and certain employees identified as “Key Insiders” are prohibited from dealing in the Company’s securities, except during the open trading window (being one calendar month from the announcement of the Company’s financial results). They must obtain approval for any trades outside the open trading window, from the Board (in the case of a Director) or the Group CEO (in the case of an employee). They must also give prior notice to the Group CEO of any trade in the Company’s securities during the open trading window. The policy also provides for the Company to maintain a list(s) of persons who are privy to price-sensitive or trade-sensitive information relating to the Group where required under the listing rules. Directors and employees are discouraged from trading on short-term or speculative considerations, and are prohibited from using information obtained through their employment to trade in securities of other entities. Directors must notify the Company of their interest in the Company’s securities within two business days after becoming a Director or acquiring such interest, and notify any change in their interests within two business days. Any dealings by the Directors (including the Group CEO) in the Company’s securities are disclosed, in accordance with the Securities and Futures Act 2001. The Directors’ interests in the Company’s securities are disclosed on pages 77 to 80 of this Annual Report. During FY 2024, there were no dealings by the Directors in the Company’s securities (other than shares 73 Annual Report 2024
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