CORPORATE GOVERNANCE Based on the self-assessment completed by the then NC in respect of 2024, the NRC, who had reviewed the same, was of the view that overall, the then NC had carried out its duties satisfactorily as set out in the NC’s terms of reference. Succession Planning for the Board, the Board Chairman and the KMP (Provision 4.1) The Board believes in carrying out succession planning for itself, the Board Chairman and the KMP (including the Group CEO) to ensure continuity of leadership. It has in place a formal Board and KMP succession plan which is reviewed annually. Board renewal is a continuous process and in this regard, the then NC (currently, the NRC) reviews annually the composition of the Board and Committees, which includes size and mix, and recommends to the Board the selection and appointment of new Directors, whether in addition to the existing Board members or as replacement of retiring Board members, with a view to identify any gaps in the Board’s skill set taking into account the Group’s strategy and business operations. The Board will be able to function smoothly notwithstanding any resignation or retirement of any Director given the present number of members and mix of competencies on the Board. Two new IDs, namely Ms Wong Su Yen and Ms Jennifer Duong Young were appointed on 7 February 2025 following the resignation of Mr Tan Kian Seng, an ID, in December 2024. The NRC was constituted on 21 February 2025 and changes were also made to the membership of the ARC and the BSC on the same day. The process on the nominations of Ms Wong and Ms Young for appointments as IDs and on the changes to the Committees are explained in the paragraphs below titled ‘Nomination of Directors and Determination of Independence’ and ‘Criteria and Process for Nomination and Selection of New Directors’. Nomination of Directors and Determination of Independence (Provisions 4.3 and 4.4) In reviewing and recommending to the Board any new Director appointments, including appointments to the appropriate Committees, the NC (currently, the NRC) would consider the following as well as factors prescribed under the Company’s BDP, details of which as set out under the sub-header ‘Board Composition, Size and Diversity (Provision 2.4)’: (a) the candidate’s track record, experience and capabilities or such other factors including age and gender, as may be determined by the NC (currently the NRC) to be relevant and which would contribute to the Board’s collective skill set; (b) any competing time commitments if the candidate has multiple listed company board representations and/or other principal commitments; (c) the candidate’s independence, in the case of the appointment of an ID; and (d) the composition requirements for the Board and Committees after matching the candidate’s skill set to the requirement of the relevant Committees (if the candidate is proposed to be appointed to any of the Committees). Two new IDs, namely Ms Wong and Ms Young were appointed as IDs to strengthen the corporate governance of the Company and its key and significant subsidiaries as well as to meet the diversity targets of the Company following the resignation of Mr Tan Kian Seng in December 2024. Factors set out above as well as the test on independence were also considered in the nomination and selection process in connection with their appointments, details of which are set out in the paragraph titled ‘Criteria and Process for Nomination and Selection of New Directors (Provision 4.3)’. Following the appointment of Ms Wong and Ms Young, the NRC was constituted on 21 February 2025 and changes were also made to the composition of the ARC and the BSC, taking into consideration the Directors’ skill set and the requirement of the relevant Committees. The NC (currently, the NRC) also reviewed the nomination of the relevant Directors for re-election as well as the independence of Directors annually. When considering the nomination of Directors for re-election at the 62nd Annual General Meeting (“2025 AGM”), the NRC took into account their contribution to the effectiveness of the Board (which includes their participation and candour at Board and Committee meetings) as well as their time commitment especially for Directors who have multiple board representations and/or other principal commitments, and also reviewed their independence with regard to the provisions in the applicable Rule 210(5)(d) of the Listing Manual and Provision 2.1 of the CG Code. The recommendation of the NRC on the annual nomination of the Directors for re-election was submitted to the Board for deliberation and thereafter is to be tabled at the 2025 AGM for consideration and approval by shareholders of the Company. The Constitution of the Company provides that not less than one-third of the Directors for the time being shall retire as Directors at each AGM. All new Directors appointed by the Board shall hold office until the next AGM and are eligible for election at the said AGM. CORPORATE GOVERNANCE REPORT CITY DEVELOPMENTS LIMITED 12
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