In line with the Manager's ongoing commitment to minimise paper wastage and reduce its carbon footprint, the Manager does not provide printed copies of Board and Board Committee meeting materials. Instead, the Directors are provided with tablet devices to enable them to access and review meeting materials prior to and during meetings. This initiative also enhances information security as the meeting materials are made available through a secure channel. The Directors are also able to review and approve written resolutions using the tablet devices. A total of six Board meetings, six ARCmeetings and two NRCmeetings were held in FY 2023. The key deliberations and decisions taken at Board and Board Committee meetings are recorded in writing in the minutes of meeting. A record of the Directors' attendance at Board and Board Committee meetings for FY 2023 is set out on page 167 of this AR. The CEO who is also a Director attends all Board meetings. He also attends all ARC meetings and NRC 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 andManagement 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 has oversight of corporate secretarial administrationmatters 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 newDirectors and oversees the administrationwork relating to professional development 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 six out of nine 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 34 to 39 of this AR. 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 Board Committees, with a view to ensuring that the size is appropriate in facilitating effective deliberations and decision-making, and the composition reflects a strong independent element as well as diversity of thought and background. The review takes into account the scope and nature of the CICT Group's operations, the evolving external environment 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 fromevery substantial shareholder of the Manager and every substantial unitholder of CICT; 138 CAPITALAND INTEGRATED COMMERCIAL TRUST CORPORATE GOVERNANCE
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