Corporate Governance 82 CapitaLand Integrated Commercial Trust Diversity Targets, Plans and Timelines Targets Achieved / Progress Towards Achieving Targets Skills/Experience To ensure that the Directors, as a group, possess: (a) a variety of skill sets, including in core competencies, domain knowledge and other fields of expertise, such as finance, banking, real estate and investment management; and (b) a mix of industry experience, management experience and listed company board experience, by 2025, or (if applicable) to maintain such level of diversity in skill sets and experience during the period leading up to 2025. The Manager believes that diversity in skill sets would support the work of the Board and Board Committees and needs of the Manager, and that an optimal mix of experience would help shape the Manager’s strategic objectives and provide effective guidance and oversight of Management and the Manager’s operations. The Manager continually endeavours to deepen the bench strength of the Board with complementary and relevant expertise, including in the areas of investment management and sustainability. Achieved/Achieving Target As at the end of FY 2024, the Board comprised Directors who, as a group, possess a significant majority of the identified core skills and experience. The Board will continue to look for opportunities to strengthen certain skill sets. In terms of skill sets, the Board comprises Directors with a variety of skills and expertise in areas including investment management, M&As, real estate, accounting, finance, leadership, governance, banking and capital markets, legal and compliance, innovation and technology, marketing, and branding. In terms of experience, the Board comprises Directors who are corporate and business leaders and who collectively have experience in general business management, have served on public listed company boards, have international or regional experience and have exposure in various industry sectors and markets, including commercial (retail and office). The charts above set out the key details relating to Board diversity, which is illustrative of how the Board has already achieved a level of diversity which fulfils the objectives as envisioned by the Board Diversity Policy - which is to leverage on the diversity in the Board in business and professional experience, age and gender to enhance the Board's decision-making capacity and ensure that the Manager has the opportunity to benefit from all available talent and perspectives. The NRC has reviewed the size and composition of the Board and its committees and is of the opinion that the current size is appropriate with an appropriate balance and diversity of skills, knowledge, experience, gender, age and tenure, taking into account CICT’s diversity targets, plans and timelines and objectives of the Board Diversity Policy and the CICT Group’s business needs and plans, for effective decision-making and constructive debate. Principle 3: Chairman and CEO The roles of the Chairman and the CEO are held by separate individuals to ensure a clear division of responsibilities between the leadership of the Board and Management, such that no individual has unfettered powers of decision-making. The Chairman does not share any family ties with the CEO. The Chairman leads the Board and plays a pivotal role in promoting open and constructive engagement and dialogue among the Directors as well as between the Board and Management at meetings. The Chairman also presides at general meetings of Unitholders where she fosters constructive dialogue between the Unitholders, the Board and Management. The Chairman provides oversight to the CEO, who has full executive responsibilities to manage the CICT Group’s business and to develop and implement Board-approved policies. The separation of the responsibilities of the Chairman and CEO and the resulting clarity of roles facilitate robust deliberations on the CICT Group’s business activities 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 unrelated, and the Chairman is an ID, no lead ID has been appointed. Moreover, the Board has a strong independent element as 6 out of 9 Directors (including the Chairman) are non-executive IDs.
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