Committees is set out on pages 34 to 39 and the inside back cover of this AR. The duties and responsibilities of the Board Committees are set out in this Report. The Board may formother Board Committees from time to time. The composition of each Board Committee is also reviewed regularly, and as and when there are changes to the Board membership. Where appropriate, changes are made to the composition of the Board Committees, with a view to ensuring there is an appropriate diversity of skills and experience, and fostering active participation and contributions from Board Committee members. Meetings of Board and Board Committees Board and Board Committee meetings are scheduled prior to the start of each financial year in consultation with the Directors. The Constitution of the Manager (Constitution) permits the Directors to participate in Board and Board Committee meetings via audio or video conference. If a Director is unable to attend a Board or Board Committee meeting, he or she may provide his or her comments to the Chairman or the relevant Board Committee chairman ahead of the meeting and these comments are taken into consideration in the deliberations. The Board and Board Committees may also make decisions by way of written resolutions. In addition to scheduled meetings, the Board may also hold ad hoc meetings as required by business imperatives. The non-executive Directors, led by the independent Chairman or other independent Director as appropriate, also meet regularly without the presence of Management. The chairman of such meetings provides feedback to the Board and/or Management as appropriate. In FY 2023, the non-executive Directors, led by the independent Chairman, met once without the presence of Management. At each scheduled Board meeting, the Board is apprised of the following: (a) significant matters discussed at the ARC meeting which is typically scheduled before the Board meeting; (b) ARC's recommendation on CICT's periodic and year-end financial results following ARC's review of the same; (c) decisions made by Board Committees in the period under review; (d) updates on the CICT Group's business and operations in the period under review, including market developments and trends, as well as business initiatives and opportunities; (e) financial performance, budgetary and capital management related matters in the period under review, including any material variance between any projections in budget or business plans and the actual results from business activities and operations; (f) any risk management issues that materially impact CICT's operations or financial performance; (g) updates on key Unitholder engagements in the period under review, as well as analyst views and market feedback; and (h) prospective transactions which Management is exploring. This allows the Board to develop a good understanding of the progress of the CICT Group's business as well as the issues and challenges faced by CICT, and also promotes active engagement with Management. The Manager adopts and practices the principle of collective decisions and therefore, no individual Director influences or dominates the decision-making process. There is mutual respect and trust among the Directors and therefore the Board benefits from a culture of frank and rigorous discussions. Such discussions conducted on a professional basis contribute to the dynamism and effectiveness of the Board. The Board composition is such that there is diversity in views and perspectives which enriches deliberations and contributes to better decision-making of the Board in the best interests of CICT. At Board and Board Committee meetings, all the Directors actively participate in discussions, in particular, they engage in open and constructive debate and challenge Management on its assumptions and recommendations. Management provides the Directors with complete, adequate and timely information prior to Board and Board Committee meetings and on an ongoing basis. This enables the Directors to make informed decisions and discharge their duties and responsibilities. As a general rule, meeting materials are provided to the Directors at least five days prior to Board and Board Committee meetings, to allow them to prepare for the meetings and to enable discussions to focus on any questions or issues that they may have or identify. Agendas for Board and Board Committee meetings are prepared in consultation with the Chairman and the chairmen of the respective Board Committees. This provides assurance that there is time to cover all relevant matters during the meetings. Overview Leadership Performance Framework Other Information ANNUAL REPORT 2023 137
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