other members of Management regularly, and acts as a sounding board for the CEO on strategic and significant operational matters. The Chairman also presides over the AGM each year and other general meetings where she plays a crucial role in fostering constructive dialogue between the Unitholders, the Board and Management. The CEO has full executive responsibilities to manage the CICT Group's business and to develop and implement policies approved by the Board. The separation of the roles and responsibilities of the Chairman and the CEO and the resulting clarity of roles provide a healthy professional relationship between the Board and Management, facilitate robust deliberations on the CICT Group's business activities and the exchange of ideas and views to help shape the strategic process, and ensure an appropriate balance of power, increased accountability and greater capacity of the Board for independent decision-making. As the roles of the Chairman and the CEO are held by separate individuals who are not related to each other, and the Chairman is an ID, no lead ID has been appointed. Moreover, the Board has a strong independent element as six out of nine directors (including the Chairman) are non-executive IDs. There are also sufficient measures in place to address situations where the Chairman is conflicted as the Directors are required to recuse themselves fromdeliberations and abstain from voting on any matters that could potentially give rise to conflict. Accordingly, the foregoing is consistent with the intent of Principle 3 of the Code. Principle 4: Board Membership The Board has a formal and transparent process for the appointment and re-appointment of Directors, taking into account the need for progressive renewal of the Board. The NRC makes recommendations to the Board on all appointments to the Board and Board Committees. All Board appointments are made based on merit and approved by the Board. The NRC comprises three non-executive directors, two of whom (including the chairman of the NRC) are IDs. The members of the NRC are Ms Teo Swee Lian (NRC Chairman), Mr Stephen Lim Beng Lin and Mr Jonathan Yap Neng Tong. The NRC met twice in FY 2023. The NRC has also reviewed and approved various matters within its remit via circulating papers. Under its terms of reference, the NRC's scope of duties and responsibilities in relation to the nomination and appointment of directors includes: (a) reviewing and making recommendations to the Board on the structure, size and composition of the Board and Board Committees and formulating, reviewing andmaking recommendations to the Board on succession plans for Directors, in particular the appointment and/or replacement of the Chairman and CEO; (b) reviewing and making recommendations to the Board on the process and criteria for the evaluation of the performance of the Board, Board Committees and individual Directors and the results of such evaluation annually; (c) considering annually and, as and when circumstances require, if a Director is independent; and (d) considering and making recommendations to the Board on the appointment and re-appointment of Directors. Guided by its terms of reference, the NRC oversees the development and succession planning for the CEO. This includes overseeing the process for selection of the CEO and conducting an annual review of career development and succession matters for the CEO. In addition to the above, the NRC and/or the Board as a whole is kept abreast of relevant matters relating to the review of succession plans relating to the key management personnel, in particular the appointment and/ or replacement of the key management personnel. While this is a partial deviation from Provision 4.1(a) which requires the NRC to make recommendations to the Board on relevant matters relating to the review of succession plans, in particular the appointment and/or replacement of the key management personnel, the Board is of the view that such matters could be considered either by the NRC or by the Board as a whole. This is accordingly consistent with the intent of Principle 4 of the Code. Overview Leadership Performance Framework Other Information ANNUAL REPORT 2023 145
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