CITY DEVELOPMENTS LIMITED ANNUAL REPORT 2021 CORPORATE GOVERNANCE 34 35 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, suppl i ers and employees . Fur ther 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 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 appl icable, the Committees. T h e C omp a n y a l s o c o n d u c t s a comprehensive induction programme for newly appointed Directors and for existing Directors pursuant to their appointments to any of the Committees, which seeks to fami l iarise Directors with the Group’s principal businesses, the Company’s governance practices and processes, internal controls and r i sk management sys t ems , the i r 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 wi th var ious key execut ives 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 CORPORATE GOVERNANCE 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 or 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”) in order 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. 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 trainings attended by the Directors during the year. As part of the NC’s annual assessment of the skill sets of the Board and the Committees, the NC will also recommend further training for the Directors in specific areas, if so required, to supplement the regular updates/ briefings provided to the Directors from time to time. During the year, some of the trainings attended by the Directors included the ACRA-SGX-SID Audit Committee Seminar 2021, SID Directors Conference 2021, SID Corporate Governance Roundup 2021, SGX Regulatory Symposium, SID AC Chapter Pit-Stop Series, SGX Sus t a i nab i l i t y Repo r t i ng Rev i ew 2021, INSEAD International Directors Programme, briefings and seminars organised by SID, audit professionals and other consultants in relation to audit committee matters, remuneration committee matters, risk management and sustainability matters. In addition, in-house seminars were also organised in 2021 and conducted by invited external speakers on the following topics: • Ins ights f rom latest repor ts on corporate governance, sustainability and climate reporting • Summary on SGX’s proposals on sustainability reporting and climaterelated reporting and how l isted companies can brace themselves for mandatory climate-related reporting • Sustainability and the rising expectation of Boards to play a bigger role in driving ESG • Internal audit and external assurance for sustainability reports; necessity of materiality assessments • Task Force on Climate-Related Financial Disclosure (TCFD) reporting and climate change scenario planning • Geopolitics • Data ethics and advanced analytics and artificial intelligence Members of the ARC were also provided with regular briefings from the Company’s external auditors on applicable Accounting Standards and Tax Updates during the year. In addition 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 speci f ical ly 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 modi fy signi f icantly any business activity or to enter into or withdraw from a particular market sector which have or may have material impact on the profitability or performance of the Group; corporate or financial rest ructur ing; dec i s ions 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 establ ished authority l imits in connection with the Group’s investments and di vestments , inc luding funds and corporate holdings. The approval matrix is revised and updated when necessary, in l ine 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 expenditure 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. A l l t e r ms o f r e f e r e n c e f o r t h e Committees are approved by the Board and rev i ewed annua l l y t o ensu re 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 l imits of delegated authority, without abdicating the Board’s overall responsibility. The Board Commi t tee, whi ch was establ ished to assist the Board in approving rout ine and operat ional matters, including inter al ia banking matters such as opening, closing and maintenance of banking accounts, operational matters relating to property development activities, was disbanded with effect from 3 May 2021. Approval of matters previously delegated to the Board Committee has now come under the direct purview of the Management and/or the Board, as appropriate. 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 no less than four times a year. Four Board meetings were held in 2021. At the regular Boardmeetings, 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 are half-yearly Board meetings mainly to review and approve the Group’s financial results, and two are scheduled primarily for the Board to focus on the review of the Company’s strategic direction, including specific business strategies, business segmental 75% of the Board attended various training seminars and workshops in 2021 Accounted for more than 234.75 training hours in aggregate =
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