CITY DEVELOPMENTS LIMITED ANNUAL REPORT 2022 CORPORATE GOVERNANCE 34 35 Accountability of the Board and Management (Provision 1.1) The Board and Management are committed to conducting business with integrity, consistent with high standards of business ethics, and in compliance with all applicable laws and regulatory requirements. The Company has established various corporate policies as necessary which provide a communicable and understandable framework for employees to observe the Company’s principles on honesty, integrity, responsibility and accountability at all levels of the organisation and in the conduct of the Company’s business in their relationships with the Company’s stakeholders, including customers, suppliers and employees. Further details of these policies are described in the segment entitled ‘Corporate Values and Conduct of Business’ at the end of this report. Board Orientation and Training (Provision 1.2) Each newly appointed Director receives a formal letter, setting out his/her general duties and obligations as a Director pursuant to the relevant legislations and regulations. The new Director will also receive an electronic induction pack containing information and documents relating to the roles, duties and responsibilities of a director (and where applicable, as a member of the Committees), the Group’s principal businesses, the Company’s Board processes and corporate governance practices, relevant Company policies and procedures as well as a board meeting calendar for the year with a brief of the routine agenda for each meeting of the Board and where applicable, the Committees. The Company also conducts a comprehensive induction programme for newly appointed Directors, and for existing Directors pursuant to their appointments to any of the Committees, which seeks to familiarise Directors with the Group’s principal businesses, the Company’s governance practices and processes, CORPORATE GOVERNANCE internal controls and risk management systems, their responsibilities as directors and in the case of appointments to any of the Committees, the roles and areas of responsibilities of such Committees. The induction programme includes meetings with various key executives of the Management to allow the new Directors to be acquainted with the Management team and to facilitate their independent access to the Management team in future. The programme also includes briefings by the Management team on key areas of the Company’s operations. For a first-time Director who has no prior experience as a director of a listed company, in addition to the induction as detailed above, he/she will be required to also attend certain specific modules of the Listed Entity Director (“LED”) Programme conducted by the Singapore Institute of Directors (“SID”) to acquire relevant knowledge of what is expected of a listed company director, this being a mandatory requirement under Singapore Exchange Securities Trading Limited (“SGX-ST”) Listing Rules (the “Mandatory Training”). Completion of the LED Programme, which focuses on comprehensive training of company directors on compliance, regulatory and corporate governance matters, should provide the first-time Director with a broad understanding of the roles and responsibilities of a director of a listed company under the requirements of the Companies Act 1967, the Listing Manual and the 2018 Code. A first-time director need not attend the Mandatory Training if the NC, in assessing the relevant experience of the director, is satisfied that he/she possesses relevant experience comparable to that of a person who has served as a director of an issuer listed on SGX-ST. Where such an assessment is made by the NC, the reasons are disclosed in the announcement made on the appointment of the director. Mrs Wong Ai Ai and Mr Tan Kian Seng were appointed as IDs on 1 January 2022 and 10 March 2023 respectively. Mrs Wong had attended the induction programmes conducted by the Company in January 2022 while arrangements are being made for Mr Tan to attend the same in April 2023. The Directors are also provided with updates and/or briefings from time to time by professional advisers, auditors, the Management and the Company Secretaries in areas such as directors’ duties and responsibilities, corporate governance practices, relevant legislations and regulations, risk management and financial reporting standards. The Directors are also regularly kept informed by the Company Secretaries of the availability of relevant courses, conferences and seminars, including those conducted by the SID, and the Directors are encouraged to attend such training at the Company’s expense. The NC and the Board are kept informed of the training sessions attended by the Directors during the year. As part of the NC’s annual assessment of the skill set of the Board and the Committees, the NC will also recommend further training for the Directors in specific areas, if required, to supplement the regular updates/ briefings provided to the Directors from time to time. During the year, some of the training sessions attended by the Directors included the ACRA-SGX-SID Audit Committee Seminar 2022, SID Directors Conference 2022, SID Corporate Governance Roundup 2022, SID AC Chapter Pit-Stop Series, Launch of the Board of Directors Survey 2022, the LED Programme, SID Masterclass for Directors (MCD) Programme, briefings and seminars organised by SID, audit professionals and other consultants in relation to audit committee matters, risk management, financial and sustainability matters. In-house seminars were also organised in 2022 and conducted by invited external speakers on the following topics: • Zero in on Future Value: Turning Risks to Growth Opportunities • Geopolitical Risks • Sustainability: Get Ready for IFRS Sustainability Disclosure Standards 100% of the Board attended various training seminars and workshops in 2022 Accounted for more than 222.25 training hours in aggregate = In addition, all Directors (except for Mr Tan) have undergone the mandatory sustainability training courses as prescribed by SGX. Arrangements will be made for Mr Tan to attend the mandatory training. Members of the ARC were also provided with regular briefings from the Company’s external auditors on applicable Accounting Standards during the year. Further to the training courses/ programmes and briefing updates, Directors are also at liberty to approach Management should they require any further information or clarification concerning the Company’s operations. Board Approval (Provision 1.3) Key matters which are specifically reserved for approval by the Board include the decisions over the strategic direction, plans and performance objectives of the Group (including its risk appetite); the Group’s financial objectives and annual budget; decisions to commence, discontinue or modify significantly any business activity or to enter into or withdraw from a particular market sector which has or may have material impact on the profitability or performance of the Group; corporate or financial restructuring; decisions over new borrowings or amendments to the terms and conditions of existing borrowings; adoption of key corporate policies and corporate governance practices and any other matters which require the Board’s approval as prescribed under the relevant legislations and regulations as well as the provisions of the Company’s Constitution. All issuance of the Group’s financial results requires the approval of the Board, including decisions with regard to the Company’s dividend policy and payouts. Aligned with the Group’s strategy to develop growth platforms in Singapore and key international markets, the Board has put in place an approval matrix with established authority limits in connection with the Group’s investments and divestments, including funds and corporate holdings. The approval matrix is revised and updated when necessary, in line with the Group’s strategic objectives. Management is fully apprised of such matters which require the approval of the Board or the Committees. For operational efficiency, the Company also has a structured approval limits matrix which sets out the delegated authority to various levels of Management to approve operating expenditures up to pre-determined limits. Delegation by the Board (Provision 1.4) The primary functions of the Board are either carried out directly by the Board or delegated to the Committees with clear written terms of reference setting out their compositions, authorities and duties, including reporting back to the Board. The Committees established by the Board are the ARC, the NC, the RC and the BSC, all collectively referred to hereafter as the “Committees”. Each Committee reports key matters to the Board at Board Meetings and submit its report at least once on an annual basis. All terms of reference for the Committees are approved by the Board and reviewed annually to ensure their continued relevance, taking into account the changes in the governance and regulatory environment. The delegation of authority by the Board to the Committees enables the Board to achieve operational efficiency by empowering these Committees to decide, review and make recommendations on matters within their respective written terms of reference and/or limits of delegated authority, without abdicating the Board’s overall responsibility. Please refer to the sections on Principles 4, 5, 6, 7 and 10 in this report for further information on the activities of the NC, RC and ARC. Information on the activities of the BSC can be found under the ‘Sustainability’ segment towards the end of this report. Board and Board Committees Meetings (Provision 1.5) Meetings of the Board and Committees are held regularly, with the Board meeting held at least four times a year. Four Board meetings were held in 2022. At the regular Board meetings, the Board agenda includes updates by the Management on the Group’s strategic initiatives and implementation status, updates on the Group’s investments and developments, and the review of the Group’s financial and operational performance. Of the four scheduled meetings, two were the halfyear and full year Board meetings mainly to review and approve the Group’s financial results, and two were scheduled primarily for the Board to focus on the review of the Company’s strategic direction, including specific business strategies, business segmental and geographical allocation of assets, risk appetite and tolerance limits, as well as to review the Group’s quarterly operational performance, where applicable. During the year, the Directors attended an off-site Board retreat where the Company’s strategies, various initiatives and operational updates were presented by Management. The board strategies and various initiatives were subsequently formalised at a Board meeting held the day after and duly approved.
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