CITY DEVELOPMENTS LIMITED ANNUAL REPORT 2021 CORPORATE GOVERNANCE 40 41 Board Skill Sets Industry Expertise Specific Expertise • Real estate development • Real estate investment • Hospitality • Fund management • Business entrepreneurship and management • Strategic planning • Audit and tax • Accounting and financial management • Risk management • Legal CORPORATE GOVERNANCE Having considered the scope and nature of the operations of the Group, the Board is satisfied that the current composition mix and size of the Board provide for diversity and allow for informed and constructive discussions and effective decision-making at meetings of the Board and Commi ttees. The Board wi l l howeve r cont i nue t o rev i ew opportunities to refresh the Board with a view to expanding the skills, experience and diversity of the Board as a whole. NEDs’ Participation (Provision 2.5) NEDs are encouraged to participate act i vel y at Board meet ings 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 the Management and have unrestricted access to the 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 of performance of the Company and Management. One meeting of the IDs, chaired by the Lead ID, was held in 2021 without the presence of Management. The IDs would also confer among themselves without the presence of Management as and when the need arises. The Lead ID collates the feedback from the IDs and communicates the same to the Board and/or the Board Chairman as appropriate. Principle 3: Chairman and Chief Executive Officer Roles of the Executive Chairman and the Group Chief Executive Officer (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 strong leadership and vision, leading the Board in its review of the Group’s strategies for sustainable growth. As the Board Chairman with written terms of reference approved by the Board, Mr Kwek Leng Beng also promotes and leads the Group in its commitment to achieve and maintain high standards of corporate governance. 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 Board 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 Management team and is responsible for implementing and reviewing the business direction and strategies for the Group as endorsed by the Board, and for operat ional pe r f o rmance and o r gan i sa t i ona l excellence. He is the elder son of the Executive Board Chairman. The Board has considered Mr Kwek Leng Beng’s role as an Executive Board Chairman and the strengths he brings to such a role by virtue of his stature and experience. Through the establishment of var ious Commi ttees wi th power and authority to perform key functions without the 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. The Board is of the view that Mr Kwek Leng Beng’s role as an Executive Board Chairman would continue to facilitate the Group’s decision-making and implementation process without diminishing the capacity of the Board for independent decision-making. 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 Chai rman and as an i nt e rmed i a r y be tween t he NEDs/IDs and the Board Chairman. The current Lead ID is Mr Lee Jee Cheng Philip who was appointed to the role on 3 May 2021. The role of the Lead ID is set out in the written terms of reference for the Lead ID, which have 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 the Management. No query or request on any matter which requires the Lead ID’s attention was received from shareholders in 2021. Under the chairmanship of the Lead ID, a meeting of the IDs was convened in 2021 without the presence of Management or the Board Chairman, and the views expressed by the IDs at these meetings were communicated by the Lead ID to the Board Chairman and the Management, as appropriate. Principle 4: Board Membership NC Composition and Role (Provisions 4.1 and 4.2) Four out of the five members of the NC, including the NC chairman, are independent Directors. The Lead ID is one of the independent members of the NC. The NC’s responsibilities as set out in its written terms of reference approved by the Board, are to examine Board size, review all Board and Committees composition and membership, board succession plans for the Di rectors (including the Board Chairman and the Group CEO) and the key management personnel (“KMP”) who are not Directors, determine each Director’s independence annually and as and when circumstances require, evaluate performance of the Board, Committees and the individual Directors, review appointments and re-appointment of Directors (including alternate di rectors, i f any) and the reasons for resignations of Directors, review appointments and the reasons for resignations and terminations of the KMP who are not Directors, review and confirm the induction programmes for newly appointed Directors and for existing Directors in respect of their appointments to any of the Committees and review the training and continuous professional development programme for the Directors. The Company has identified the Group CEO, who is also a Director, the Group Chief Operating Officer (“Group COO”), the Group General Manager (“Group GM”), the Group Chief Investment Officer (“Group CIO”) and the Group Chief Financial Officer (“Group CFO”), who are the most senior members of the Management team, as its KMP. Four NC meetings were held in 2021. The Company Secretaries maintain records of all NC meetings including records of discussions on key deliberations and decisions taken. For the financial year under review, the NC conducted a self-assessment of its own effectiveness in the discharge of its roles and responsibilities, which was facilitated through the use of a self-assessment checklist (“NC SelfAssessment Checklist”). The NC SelfAssessment Checklist covered, inter alia, the responsibilities of the NC under its terms of reference and considered also the contributions of NC members to the deliberation and decision-making process at NC meetings. Based on the self-assessment, the NC is of the view that it has fulfilled its responsibilities and discharged its duties as set out in its terms of reference. Nomination of Directors and Determination of Independence (Provisions 4.3 and 4.4) The NC reviews annually the nomination of the relevant Directors for re-election as well as the independence of Directors. When considering the nomination of Directors for re-election, the NC takes into account their contribution to the ef fect iveness of the Board (whi ch 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 reviews their independence having regard to the provisions in the applicable Listing Rule 210(5)(d) and Provision 2.1 of the 2018 Code. The recommendation of the NC on the annual nomination of the Directors for re-election is submitted to the Board for decision and thereafter tabled at the AGM of the Company for consideration and approval by shareholders. 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 re-election at the said AGM. In accordance with the Constitution of the Company, Mr Kwek Leng Beng, Mr Sherman Kwek Eik Tse andMr Ong Lian Jin Colin are due to retire by rotation at the 59th Annual General Meeting (“2022 AGM”), and being eligible, have offered themselves for re-election at the 2022 AGM. Mrs Wong Ai Ai who was appointed by the Board prior to the 2022 AGM (“New Director”), will also retire and has offered herself for election at the 2022 AGM. The NC has considered their contribution and performance and recommended to the Board to nominate their re-election/ election at the 2022 AGM. Criteria and Process for Nomination and Selection of New Directors (Provision 4.3) The NC interviews shortlisted candidates be fo re fo rma l l y cons i de r i ng and recommending them for appointment to the Board and where applicable, to the Committees. Searches for potential candidates generally take into account recommendations from the Directors and various other sources, including candidates who may be suggested by SID, the Council for Board Diversity and other relevant organisations. Should it be necessary, the NCmay consider the use of external search firms to find appropriate candidates. Shortlisted candidates would be required to furnish their curriculum vitae containing information on their academic/professional qualification, work experience, employment history and experience (if any) as directors of listed companies. In reviewing and recommending to the Board any new Director appointments, the NC considers: (a) the candidate’s track record, experience and capabilities or such other factors including age and gender, as may be determined by the NC to be relevant and which would contribute to the Board’s collective skill set;
RkJQdWJsaXNoZXIy ODIwNTc=