CapitaLand Integrated Commercial Trust - Annual Report 2021

A total of six Board meetings and five AC meetings were held in FY 2021. The key deliberations and decisions taken at Board and Board Committee meetings are minuted. A record of the Directors’ attendance at Board and Board Committee meetings for FY 2021 is set out on page 202 of this Annual Report. The CEO who is also a Director attends all Board meetings. He also attends all AC meetings on an ex officio basis. Other members of Management attend Board and Board Committee meetings as required to brief the Board and Board Committees on specific business matters. There is active interaction between the Directors and Management during and outside Board and Board Committee meetings. The Directors have separate, independent and unfettered access to Management for any information that they may require. The Board and Management share a productive and harmonious relationship, which is critical for good governance and organisational effectiveness. The Directors also have separate and independent access to the company secretary of the Manager (Company Secretary). The Company Secretary keeps herself abreast of relevant developments. She has oversight of corporate secretarial administration matters and advises the Board and Management on corporate governance matters. The Company Secretary attends Board meetings and assists the Chairman in ensuring that Board procedures are followed. The Company Secretary also facilitates the induction programme for new Directors and oversees professional development administration for the Directors. The appointment and the removal of the Company Secretary is subject to the Board’s approval. The Directors, whether individually or collectively as the Board, are entitled to have access to independent external professional advice where necessary, at the Manager’s expense. Principle 2: Board Composition and Guidance Board Independence The Board has a strong independent element as five out of eight directors, including the Chairman, are non- executive IDs. Other than the CEO who is the only executive Director on the Board, non-executive Directors make up the rest of the Board. None of the Directors have served on the Board for nine years or longer. No lead ID is appointed as the Chairman is an ID. Profiles of the Directors, their respective Board Committee memberships and roles are set out on pages 37 to 41 of this Annual Report. Key information on the Directors is also available on CICT’s website at www.cict.com.sg (Website). The Board, through the NRC, reviews from time to time the size and composition of the Board and each Board Committee, with a view to ensuring that the size is appropriate in facilitating effective decision-making, and the composition reflects a strong independent element as well as balance and diversity of thought and background. The review takes into account the scope and nature of the CICT Group’s operations, and the competition that the CICT Group faces. The Board, through the NRC, assesses annually (and as and when circumstances require) the independence of each Director in accordance with the requirements of the Listing Manual and the guidance in the Code, the Securities and Futures (Licensing and Conduct of Business) Regulations (SFR) and where relevant, the recommendations set out in the Practice Guidance accompanying the Code (Practice Guidance). A Director is considered independent if he or she is independent in conduct, character and judgement and: (a) has no relationship with the Manager, its related corporations, its substantial shareholders, CICT’s substantial Unitholders (being Unitholders who have interests in voting Units with 5% or more of the total votes attached to all voting Units) or the Manager’s officers that could interfere, or be reasonably perceived to interfere with the exercise of his or her independent business judgement in the best interests of CICT; (b) is independent from the management of the Manager and CICT, from any business relationship with the Manager and CICT, and from every substantial shareholder of the Manager and every substantial unitholder of CICT; (c) is not a substantial shareholder of the Manager or a substantial unitholder of CICT; (d) is not employed and has not been employed by the Manager or CICT or their related corporations in the current or any of the past three financial years; CapitaLand Integrated Commercial Trust 176 Corporate Governance