CapitaLand Integrated Commercial Trust - Annual Report 2021

The Board supports the principle that Board renewal is a necessary and continual process, for good governance and ensuring that the Board has the skills, expertise and experience which are relevant to the evolving needs of the CICT Group’s business. Board succession planning is carried out through the annual review by the NRC of the Board’s composition as well as when a Director gives notice of his or her intention to retire or resign. The outcome of that review is reported to the Board. The Board also has in place guidelines on the tenure of Directors. The guidelines provide that an ID should serve for no more than a maximum of two three-year terms and any extension of tenure beyond six years will be reviewed on a yearly basis up to a period of nine years (inclusive of the initial two three-year terms served) by the NRC in arriving at a recommendation to the Board. The NRC identifies suitable candidates for appointment to the Board. Searches for possible candidates are conducted through contacts and recommendations. In this regard, external consultants may be retained from time to time to assist the NRC in identifying candidates. Candidates are identified based on the needs of CICT and the relevant skills required, taking into account, among other things, the requirements in the Listing Manual and the Code, as well as the factors in the Board Diversity Policy. The candidates will be assessed against a range of criteria including their demonstrated business sense and judgement, skills and expertise, and market and industry knowledge (and may include elements such as financial, sustainability or other specific competency, geographical representation and business background). The NRC also considers the qualities of the candidates, in particular whether they are aligned to the strategic directions and values of CICT. In addition, the NRC assesses the candidates’ ability to commit time to the affairs of CICT, taking into consideration their other current appointments. The NRC uses a skills matrix to determine the skills gaps of the Board and if the expertise and experience of a candidate would complement those of the existing Board members. As part of the Board renewal process, Ms Jeann Low Ngiap Jong was appointed as a non-executive ID and a member of the AC, and Mr Stephen Lim Beng Lin was appointed as a non-executive ID, with effect from 16 August 2021. Upon the establishment of the NRC on 25 October 2021, Ms Teo Swee Lian was appointed as chairman of the NRC and Mr Lim and Mr Jonathan Yap Neng Tong were appointed as members of the NRC. Mr Yap also ceased his membership in the AC as of 25 October 2021. Mrs Quek Bin Hwee was appointed as chairman of the AC with effect from 1 November 2021, following the retirement of Mr Lee Khai Fatt, Kyle as a non-executive ID and relinquishing his role as chairman of the AC. Mr Ng Wai King had also retired as a non-executive ID and a member of the AC with effect from 1 November 2021. Directors who are appointed to the Board from time to time either have prior experience as a director of an issuer listed on the SGX-ST or will undergo the training required under Rule 210(5)(a) of the Listing Manual. Ms Jeann Low and Mr Stephen Lim will undergo the requisite training under Rule 210(5)(a) of the Listing Manual before 15 August 2022 (being one year from the date of their appointments to the Board). Review of Directors’ Ability to Commit Time In view of the responsibilities of a Director, Directors need to be able to devote sufficient time and attention to adequately perform their duties and responsibilities. The NRC conducts a review of the other appointments and commitments of each Director on an annual basis and as and when there is a change of circumstances involving a Director which may affect his or her ability to commit time to the Manager. In this regard, Directors are required to report to the Board any changes in their other appointments. In respect of the Directors’ other appointments and commitments, no limit is set as to the number of listed company board appointments. The Board takes the view that the number of listed company directorships that an individual may hold should be considered on a case-by-case basis, as a person’s available time and attention may be affected by many different factors, such as his or her individual capacity, whether he or she is in full- time employment, the nature of his or her other responsibilities and his or her near term plan regarding some of the other appointments. A Director with multiple directorships is expected to ensure that he or she can devote sufficient time and attention to the affairs of the Manager. IDs are also required to consult the Chairman before accepting any invitation for appointment as a director of another entity or offer of a full time executive appointment. CapitaLand Integrated Commercial Trust 182 Corporate Governance