In FY 2023, CICT was the winner of the Singapore Corporate Governance Award 2023 in the REITs and Business Trusts category at the SIAS Investors Choice Awards 2023. In addition, the CEO of CICT Manager received the Investors’ Choice Outstanding CEO Award 2023. On the Singapore Governance and Transparency Index, CICT was ranked fifth in the REIT and Business Trust category. CICT also won Silver for Best Investor Relations in the REITs and Business Trusts category at the Singapore Corporate Awards 2023. As testament to its commitment to environment, social and corporate governance, CICT maintained its 5 Star rating in 2023 GRESB Diversified-Office/Retail, Asia, Listed category on the back of a 3-point improvement to 91 points and also scored 'A' for public disclosure. Please refer to Sustainability Highlights section on pages 24 to 25 of this AR for more details. BOARD MATTERS Principle 1: The Board's Conduct of Affairs Duties and Responsibilities The Board oversees the strategic direction, performance and affairs of the Manager, in furtherance of the Manager's primary responsibility to foster the success of CICT so as to deliver sustainable value over the long term to Unitholders. It provides overall guidance to the management team (Management), led by the Chief Executive Officer (CEO). The Board works with Management to achieve CICT's objectives and long-term success and Management is accountable to the Board for its performance. Management is responsible for the execution of the strategy for CICT and the day-to-day operations of CICT's business. The Board establishes goals for Management and monitors the achievement of these goals. It ensures that proper and effective controls are in place to assess and manage business risks and compliance with requirements under the Listing Manual, the Property Funds Appendix, as well as any other applicable guidelines prescribed by the SGX-ST, MAS or other relevant authorities, and applicable laws. It also sets the disclosure and transparency standards for CICT and ensures that obligations to Unitholders and other stakeholders are understood and met. The Board has adopted a set of internal controls which establishes financial approval limits for capital expenditure, investments, divestments, bank borrowings and issuance of debt instruments and this is clearly communicated to Management in writing. The Board has reserved authority to approve certain matters including: (a) material acquisitions, investments and divestments; (b) issuance of new units in CICT (Units); (c) income distributions and other returns to Unitholders; and (d) matters which involve a conflict of interest for a controlling unitholder or a Director. Apart from matters that specifically require the Board's approval, the Board delegates authority for transactions below the Board's approval limits to Board Committees and Management to optimise operational efficiency. The Directors are fiduciaries and are collectively and individually obliged at all times to act honestly and objectively in the best interests of CICT. Consistent with this principle, the Board is committed to ethics and integrity of action and has adopted a Board Code of Business Conduct and Ethics (Board Code) which provides that every Director is expected to, among other things, adhere to the highest standards of ethical conduct. All Directors are required to comply with the Board Code. This sets the appropriate tone at the top in respect of the desired organisational culture, and assists the Board in ensuring proper accountability within the Manager. In line with this, the Board has incorporated in the Board Code a standing policy that a Director must not allow himself or herself to get into a position where there is a conflict between his or her duty to CICT and his or her own interests. Where a Director has a conflict (including potential conflict) of interest in a particular matter, he or she is required to disclose his or her interest to the Board, recuse himself or herself from deliberations on the matter and abstain from voting on the matter. During FY 2023, every Director has complied with this policy, and where relevant, such compliance has been duly recorded in the minutes of meeting or written resolutions. Overview Leadership Performance Framework Other Information ANNUAL REPORT 2023 135
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