CORPORATE GOVERNANCE The non-independent Directors are the Board Chairman, the Group CEO, both holding executive appointments in the Company, and Mr Philip Yeo who is an NED. When reviewing the independence of the IDs, the NRC has considered the applicable Rule 210(5)(d) of the Listing Manual and the guidelines for independence set out in Provision 2.1 of the CG Code and its accompanying Practice Guidance. As part of the review of the IDs’ independence, the NRC has also considered the following: • other directorships and principal commitments; • annual declarations regarding their independence; • disclosures of interest in transactions in which they have a direct/indirect interest; • their ability to avoid any apparent conflicts of interest especially by abstaining from deliberation on such transactions; • their ability to maintain objectivity in their conduct as Directors of the Company; and • their ability to objectively raise issues and seek clarification as and when from the Board, Management and the Company’s external advisors on matters pertaining to their areas of responsibility whether on the Board or on the Committees. Each of the IDs on the NRC recused himself/herself from the NRC’s deliberations on his/her own independence. None of the IDs are currently employed or have been employed at any time during the past three financial years by the Company or any of its related corporations. They also do not have immediate family members who are currently employed or have been employed at any time during the past three financial years by the Company or any of its related corporations, and whose remuneration is determined by the RC (currently, the NRC). To facilitate the NRC in the review of Directors’ independence, the IDs have also provided confirmation that they are not related to the Directors or to any shareholders holding 5% interest in the Company. The NRC is satisfied that there is no other relationship which could affect their independence. The Directors undertook a review of their independence, with each ID abstaining from participating in his/her own review by the Board and had concurred with the NRC’s determination of the independence of the IDs. Board Composition, Size and Diversity (Provision 2.4) The Company has in place a Board Diversity Policy (“BDP”), which sets out the framework for promoting diversity on the Board. The Company recognises that a diverse Board is an important element which will better support the Company’s achievement of its strategic objectives for sustainable development by enhancing the decisionmaking process of the Board through the perspectives derived from the various skills, business experience, industry discipline and other aspects of diversity (such as gender and age) of the Directors. The BDP, which is available on the Company’s corporate website, provides that the NC (currently, the NRC) shall consider all aspects of diversity when reviewing and assessing the composition of the Board and when making recommendations to the Board for the appointment of Directors to arrive at an optimal balanced composition of the Board. The BDP also provides for the then NC (currently, the NRC) to discuss and recommend annually to the Board measurable targets and timelines for promoting and achieving diversity on the Board. The NC had (currently, the NRC has) put in place a skills matrix to help identify gaps in the Board and Committees. The skills matrix classifies skills, experience and knowledge of the existing Directors into the broad categories such as industry knowledge, namely real estate and hospitalityrelated businesses, hotel/asset management and fund management; management expertise (e.g. strategic planning, leadership, management and customerbased experience); and professional expertise or skills in specific areas (e.g. audit/finance, risk, digital/information technology, sustainability and legal). When reviewing and assessing the size and composition of the Board and Committees and making recommendations to the Board annually including the appointment/reappointment of Directors, the NC had (currently, the NRC will) considered all aspects of diversity based on targets and timelines set for promoting and achieving diversity on the Board to arrive at an optimal balanced composition of the Board. As prescribed under the BDP, the final decision on the selection of Directors will be based on merits against objective criteria and targets considered by the NC (currently, the NRC) annually and recommended to the Board for approval. CORPORATE GOVERNANCE REPORT CITY DEVELOPMENTS LIMITED 8
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