42 | CITY DEVELOPMENTS LIMITED The Board has considered Mr Kwek Leng Beng’s role as an Executive Chairman and the strengths he brings to such a role by virtue of his stature and experience. Through the appointment of the Lead ID (see more information below) and the establishment of various Committees with power and authority to perform key functions without undue influence from the Board Chairman, and the putting in place of internal controls for proper accountability and to allow for effective oversight by the Board of the Company’s business, the Board ensures that there is an appropriate balance of power which allows the Board to exercise objective decision-making in the best interests of the Company. Lead Independent Director (Provision 3.3) Cognisant that the Board Chairman is an Executive Director and thus not independent, the Board has designated a Lead ID who serves as a sounding board for the Board Chairman and as an intermediary between the NEDs/IDs and the Board Chairman. The current Lead ID is Mr Philip Lee. The role of the Lead ID is set out in the written terms of reference for the Lead ID, which has been approved by the Board. The Lead ID is available to shareholders should they have concerns which cannot be resolved or are inappropriate to raise through the normal communication channels of the Board Chairman or Management. Under the chairmanship of the Lead ID, one meeting of the NEDs was convened in 2025 without the presence of Management or the Board Chairman, and the views expressed by the NEDs at the meeting were communicated by the Lead ID to the Board Chairman and Management, as appropriate. Principle 4: Board Membership NRC Composition and Role (Provisions 4.1 and 4.2) The NRC, a merger of the NC and RC, was constituted on 21 February 2025. All five members of the NRC, including the NRC chairman, are IDs. The Lead ID is a member of the NRC. Composition of the NRC are shown on page 33 of the Annual Report. The key responsibilities of the NRC are set out in its written terms of reference approved by the Board and are, inter alia, set out as follows: • to review the structure, size and composition of the Board and the Committees; • to review the succession plans for the Board Chairman, Directors, Group CEO (or its equivalent) and other KMP; • to recommend the development of a process and criteria for the evaluation of the performance and effectiveness of the Board as a whole, and of each of its Committees as well as the contribution from the Board Chairman, the chairman of the respective Committees and each of the Directors; • to set and review the board diversity policy and review the progress made towards the targets set; • to review the training and professional development programmes for the Directors; • to consider and make recommendations on the appointment, election/re-election of the Directors (including alternate Directors, if applicable) of the Company and its key subsidiaries; • to consider the appointment, removal, suspension or termination and the terms thereof, of the Group CEO (or its equivalent) and other KMP of the Company and its key subsidiaries; • to review and recommend the confirmation of the independence of the NEDs; • to review the framework of remuneration for the Board and KMP; and • to review the specific remuneration packages for each Director as well as for the KMP. Six NRC meetings were held in 2025, excluding one meeting which was held (but subsequently adjourned) under the former NC. Invitations were extended to the Board Chairman, Group CEO and Group COO to attend the NRC meetings. The Company Secretaries maintained records of all NRC meetings, including records of discussions on key deliberations and decisions taken. For the financial year under review, the NRC conducted a self-assessment of its own effectiveness in the discharge of its NC roles and responsibilities, which was facilitated with a self-assessment checklist (“NRC Self-Assessment Checklist”). The NRC Self-Assessment Checklist covered, inter alia, the responsibilities of the NRC under its terms of reference and also considered the contributions of the NRC members to the deliberation and decision-making process at NRC meetings. Based on the self-assessment completed by the NRC in respect of 2025, the NRC, who had reviewed the same, was of the view that overall, the NRC had carried out its duties satisfactorily as set out in the NRC’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 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 CORPORATE GOVERNANCE
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