CORPORATE GOVERNANCE Board Composition, Diversity and Balance Directors’ Age Group Independent Non-Executive Directors Non-Executive Directors Executive Directors Male Directors Female Directors Independence Gender Diversity 73% 36% 64% 9% 18% 40s 50s 60s 70s 80s 1 2 3 4 1 Directors’ Skills Matrix Digital/information technology Real estate & hospitality-related Hotel management or asset management Fund management Strategic planning and leadership and management Audit/finance/accounting Risk management Sustainability Corporate finance/mergers & acquisitions Legal 11 7 7 4 10 6 3 7 6 8 NEDs’ Participation (Provision 2.5) NEDs are encouraged to participate actively at Board meetings in the development of the Company’s strategic plans and direction, and in the review and monitoring of Management’s performance against targets. To facilitate this, they are kept informed of the Company’s businesses and performance through monthly reports from Management and have unrestricted access to Management. They also sit on various Committees established by the Board to provide unbiased and independent views, constructive input and the independent review and monitoring the performance of the Company and Management. One meeting of the NEDs, chaired by the Lead ID, was held in 2024 without the presence of Management. The NEDs would also confer among themselves without the presence of Management as and when the need arises. During the year, the Lead ID collated the views and feedback from the NEDs and communicated the same to the Board and/or the Board Chairman as appropriate. Principle 3: Chairman and Chief Executive Officer Roles of the Chairman of the Board and the Group CEO (Provisions 3.1 and 3.2) The roles of Chairman of the Board and the Group CEO are separate to ensure a clear division of responsibilities and increased accountability. The Chairman of the Board, Mr Kwek Leng Beng, is also the Executive Board Chairman. Mr Kwek Leng Beng plays an instrumental role in providing the Company with leadership and vision, leading the Board in its review of the Group’s strategies for sustainable growth. The Board Chairman’s written terms of reference are approved by the Board, primarily to promote and lead the Group in its commitment to achieve and maintain high standards of corporate governance. As the Board Chairman, he bears primary responsibility for the workings of the Board, by ensuring effectiveness in all aspects of its role including setting the agenda for Board meetings with input from Management, ensuring sufficient allocation of time for thorough discussion of key agenda items at Board meetings, promoting an open environment within the Boardroom for constructive debate, encouraging the NEDs to speak freely and contribute effectively, and exercising control over the quality, quantity and timeliness of information flow between the Board and Management. At AGMs and other shareholders’ meetings, he plays a pivotal role in fostering constructive dialogue between shareholders, the Board and Management. As Executive Chairman, he is the most senior executive in the Company and bears overall executive responsibility for the Group’s business. Mr Kwek Leng Beng is assisted by the Group CEO, Mr Sherman Kwek. The Group CEO leads the members of the ExCo and is responsible for implementing and reviewing the business direction and strategies for the Group as endorsed by the Board, and for operational performance and organisational excellence. He is the elder son of the Board Chairman. CORPORATE GOVERNANCE REPORT CITY DEVELOPMENTS LIMITED 10
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