Corporate Governance 78 CapitaLand Integrated Commercial Trust Meetings of Board and Board Committees Board and Board Committee meetings are scheduled prior to the start of each financial year. The Constitution of the Manager (Constitution) permits the Directors to participate via audio or video conference. The Board and Board Committees may also make decisions by way of written resolutions. The Board may hold ad hoc meetings if required. The nonexecutive Directors, led by the independent Chairman, also meet at least twice a year without the presence of Management. The Chairman provides feedback to the Board and/or Management as appropriate. There is active interaction between the Management and the Board, and Management provides updates to the Board at Board meetings on the progress of the CICT Group’s business and operations (including market developments and trends, business initiatives, budget and capital management) and challenges CICT faces. The Directors and Management have separate, independent and unfettered access to each other at all times for any information they may require. Management provides the Board with complete, adequate and timely information prior to Board and Board Committee meetings and on an ongoing basis to enable the Directors to make informed decisions, discharge their duties and responsibilities, and facilitate focused discussions and active participation. In FY 2024, the Board held nine meetings. The Directors’ meeting attendance record for FY 2024 is set out on page 99 of this annual report. At Board and Board Committee meetings, all Directors actively participate in discussions, engaging in open and constructive debate and challenging Management on its assumptions and recommendations. No individual Director influences or dominates the decision-making process. 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 matters, ensuring that Board procedures are followed at Board meetings and facilitating the administration work relating to Directors’ professional development. The appointment and the removal of the Company Secretary is subject to the Board’s approval. The Directors are entitled to access to independent professional advice where required, at the Manager’s expense. Principle 2: Board Composition and Guidance Board Independence The Board has a strong independent element as 6 out of 9 Directors, including the Chairman, are non-executive IDs. Other than the CEO, non-executive Directors make up the rest of the Board. None of the Directors have served on the Board for 9 years or longer. No lead ID is appointed as the Chairman is an ID. Profiles of the Directors and their roles are set out on pages 21 to 23 of this annual report. The Board, through the NRC, reviews the size and composition of the Board and Board Committees regularly, to ensure that they are appropriate to support effective deliberations and decision-making, and the composition reflects a strong independent element and diversity of thought and background. The review takes into account the scope and nature of the CICT Group’s operations, external environment and competition. The Board, through the NRC, assesses annually (and when circumstances require) the independence of each Director in accordance with the requirements of the Listing Manual and the Code (including where relevant, the recommendations in the accompanying Practice Guidance (Practice Guidance)), and the Securities and Futures (Licensing and Conduct of Business) Regulations (SFR). Under the Code, a Director is considered independent if he/she is independent in conduct, character and judgement, has no relationship with the Manager, its related corporations, its substantial shareholders, CICT’s substantial unitholders (being Unitholders who have interests in voting Units of 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/her independent business judgement in CICT’s best interests4. There is a rigorous process to evaluate the independence of the Directors: (a) each Director discloses his/her business interests and confirms annually that there are no relationships which interfere with the exercise of his/her independent business judgement in the Unitholders’ best interests; such information is reviewed by the NRC; and (b) the NRC considers the Directors’ conduct and contributions at Board and Board Committee meetings, in particular, whether he/she has exercised independent business judgement in discharging his/her duties. 4 Under the Listing Manual, a director will not be considered independent under the following circumstances: (i) if he/she is or has been employed by the issuer or any of its related corporations in the current or any of the past 3 financial years; (ii) if he/she has an immediate family member who is or has been employed by the issuer or any of its related corporations in the current or any of the past 3 financial years, and whose remuneration is or was determined by the Board and/or NRC; or (iii) if he/she has been a director of the issuer for an aggregate period of more than 9 years (whether before or after listing) in which case, such director may continue to be considered independent until the conclusion of the next annual general meeting of the issuer.
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