Furthermore, the Directors have the responsibility to act with due diligence in the discharge of their duties and ensure that they have the relevant knowledge to carry out and discharge their duties as directors, including understanding their roles as executive, non-executive, and independent directors, the business of CICT and the environment in which CICT Group operates. The Directors are also required to dedicate the necessary effort, commitment and time to their work as directors, and are expected to attend all meetings of the Board, except if unusual circumstances make attendance impractical or if a Director has to recuse himself/herself from the meeting in relation to the sole matter under consideration at such meeting. Directors' Development In view of the increasingly demanding, complex and multi-dimensional role of a director, the Board recognises the importance of continual training and development for its Directors so as to equip them with the necessary knowledge and skills to discharge the duties and responsibilities of their office as Directors to the best of their abilities. The Nominating and Remuneration Committee (NRC) ensures that the Manager has in place a training and professional development framework to guide and support the Manager towards meeting the objective of having a Board which comprises individuals who are competent and possess up-to-date knowledge and skills necessary to discharge their duties and responsibilities. Directors who have no prior experience as a director of an issuer listed on the SGX-ST will be provided with training on the roles and responsibilities of a director of a listed issuer in accordance with the listing rules of the SGX-ST. The costs of training are borne by the Manager. The induction, training and development provided to the new and existing Directors are set out below. Upon appointment, each Director is provided with a formal letter of appointment and a copy of the Director's Manual (which includes information on a broad range of matters relating to the role, duties and responsibilities of a Director and policies relating to disclosure of interests in securities, conflicts of interests and securities trading restrictions). All Directors, upon appointment, also undergo an induction programme which focuses on orientating the Director to CICT's business, operations, strategies, organisation structure, responsibilities of CEO and other persons having executive roles with authority and responsibility for planning, directing and controlling the activities of the Manager (key management personnel), and financial and governance practices. The induction programme may include visits to the CICT Group's properties. Conducted by the CEO and senior management executives, the induction programme also provides opportunities for the new Director to get acquainted with members of Management which facilitates their interaction at Board meetings. Following appointment, all Directors are provided with opportunities for continuing education in areas such as director's duties and responsibilities, laws and regulations, accounting standards, industry related matters and sustainability matters as prescribed under the Listing Manual, at the Manager's expense, so as to be updated on matters that affect or may enhance their performance as Directors or Board Committee members. The Directors may also contribute by recommending to the Board specific training and development programmes which he or she believes would benefit Directors or the Board as a whole. In FY 2023, the training and professional development programmes for the Directors included seminars and training sessions conducted by experts and senior business leaders on cyber security, ESG, sustainability, and governance of climate-related risks and opportunities. Sharing and information sessions were also organised as part of Board meetings, where guest speakers and Management team members presented on key topics to the Board. The Directors also regularly receive reading materials on topical matters or subjects as well as updates on regulatory changes and their implications for the business. Board Committees The Board has established various Board Committees to assist it in the discharge of its functions. These Board Committees are the Audit and Risk Committee (ARC) (previously known as the Audit Committee), the Executive Committee (EC) and the NRC. The Board has, on the recommendation of the ARC, approved the renaming of the Audit Committee to the Audit and Risk Committee with effect from 1 January 2024, to better reflect the remit of this Board Committee. All the Board Committees have clear written terms of reference setting out their respective composition, authorities and duties, including reporting back to the Board. Each of the Board Committees operates under delegated authority from the Board with the Board retaining overall oversight. The decisions and significant matters discussed at the respective Board Committees are reported to the Board on a periodic basis. The minutes of the Board Committee meetings which record the key deliberations and decisions taken during these meetings are also circulated to all Board members for their information. The composition of the various Board 136 CAPITALAND INTEGRATED COMMERCIAL TRUST CORPORATE GOVERNANCE
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