CITY DEVELOPMENTS LIMITED ANNUAL REPORT 2021 CORPORATE GOVERNANCE 36 37 and geographical allocation of assets, risk appetite and tolerance limits, as well as to review the Group’s quarterly operational performance, where applicable. A meeting of the Independent Directors ( “ IDs” ) , du l y cha i red by the Lead Independent Director (“Lead ID”), was held in 2021. Meetings of the IDs are convened as often as may be warranted by circumstances. The IDs also meet regularly under the various Committees and the Lead ID is a member of some of these Committees. The proposed meetings for the Board and all Committees for each new calendar year are set out in a schedule of meetings, which is notified to all Board members before the start of that calendar year. Addi t ional meet ings are convened as and when circumstances warrant. CORPORATE GOVERNANCE Records of all such meetings, including discussions on key deliberations and decisions taken, are maintained by the Company Secretaries. The Company’s Constitution allows for the meetings of its Board and the Committees to be held via teleconferencing and videoconferencing. The Board and the Committees may also make decisions by way of circulating written resolutions. The attendance (including via electronic means) of the Directors at the Annual General Meeting of the Company (“AGM”) and meetings of the Board and the Committees, as well as the frequency of such meetings in 2021, is disclosed in the table below. Directors who were unable to attend any meetings of the Board or the Committees, were provided with the meeting materials and encouraged to raise discussion points or queries with the Board Chairman or respective Committee chairman or the Management. Nonetheless, the Board is of the view that the contribution of each Director should not be focused solely on his/her attendance at meetings of the Board and/or the Committees. A Director’s contribution should also extend beyond the confines of the formal environment of such meetings, through the sharing of views, advice, experience and strategic networks which would further the interests of the Company. The Directors, whether individually or collectively, also engage with the Management, heads of the Group’s business uni ts and departments and the Group’s external consultants in order to better understand the challenges faced by the Group and the input of the Di rectors, through such engagements, provide invaluable perspective to the Management. Directors’ Attendance (including via electronic means) at the AGM, and Meetings of the Board, the Committees and the IDs in 2021 (Provision 1.5) Board ARC NC RC BSC IDs AGM Number of meetings held in 2021 5 9 4 3 2 1 1 Name of Directors Number of meetings attended in 2021 Kwek Leng Beng(1) 5/5 N.A. 4/4 N.A. N.A. N.A. 1/1 Sherman Kwek Eik Tse(1) 5/5 N.A. N.A. N.A. 2/2 N.A. 1/1 Lee Jee Cheng Philip 5/5 9/9 3/3(2) 3/3 N.A. 1/1 1/1 Philip Yeo Liat Kok(1) 5/5 N.A. 4/4 N.A. 2/2 0/1(3) 1/1 Ong Lian Jin Colin 5/5 N.A. 3/3(2) 3/3 N.A. 1/1 1/1 Daniel Marie Ghislain Desbaillets 5/5 N.A. N.A. 2/2(4) N.A. 1/1 1/1 Chong Yoon Chou 5/5 9/9 1/1(5) N.A. N.A. 1/1 1/1 Chan Swee Liang Carolina 5/5 4/4(6) N.A. 3/3 N.A. 1/1 1/1 Tan Poay Seng(7) 2/3(7) N.A. N.A. N.A. 1/1(7) 1/1 1/1 Lim Yin Nee Jenny(1)(8) 3/3(8) 5/5(8) 1/2(8) 1/1(8) N.A. 1/1 1/1 Notes: (1) All Directors, including Mr Kwek Leng Beng (the Chairman of the Board), Ms Lim Yin Nee Jenny (then chairman of the ARC and the RC), Mr Philip Yeo Liat Kok (then chairman of the NC) and Mr Sherman Kwek Eik Tse (the Group CEO/the chairman of the BSC), were in attendance at the AGM in 2021 together with the key management personnel and the Company’s external auditors. The AGM was held via electronic means. (2) Both Mr Lee Jee Cheng Philip and Mr Ong Lian Jin Colin were appointed as members of the NC on 4 January 2021. (3) Mr Philip Yeo Liat Kok was unable to attend the IDs’ Meeting as he had prior engagement. (4) Mr Daniel Marie Ghislain Desbaillets was appointed as a member of the RC on 3 May 2021. (5) Mr Chong Yoon Chou was appointed as a member of the NC on 3 May 2021. (6) Ms Chan Swee Liang Carolina was appointed as a member of the ARC on 3 May 2021. (7) Mr Tan Poay Seng retired as a Director on 30 April 2021. Consequent to his retirement, he also ceased to be a member of the BSC. (8) Ms Lim Yin Nee Jenny resigned as a Director on 3 May 2021. Consequent to her resignation, she also ceased as the Lead ID and chairman of both the ARC and the RC. Directors’ Multiple Board Representations and Time Commitments (Provision 1.5) When considering the re-nomination o f D i rec t o r s fo r re-e l ec t i on , t he NC cons i ders the compet i ng t ime commitments faced by Directors with multiple board representations and/ or other principal commitments. An analysis of the directorships (which includes directorships by groups and executive appointments) held by the Directors is reviewed annually by the NC. Each Di rector i s also requi red to confirm annual ly to the NC as to whether he or she has any issue with competing time commitments which may impact his or her ability to provide sufficient time and attention to his or her duties as a Director of the Company. Based on the analysis, the Directors’ annual confirmation and the Directors’ commitments and contributions to the Company which are also evident in their level of attendance and participation at Committee and IDs’ meetings, the NC is satisfied that all Directors are ab l e t o ca r r y ou t and have been adequately carrying out their duties as a Director of the Company. The NC noted that , i nc l ud i ng the di rectorship held in the Company, the number of listed company board representations currently held by each of the Directors ranged from one to two in number and those held by Mr Kwek Leng Beng are on the boards of the related companies of the Company. The NC has recommended that the maximumnumber of listed company board representations which each Director of the Company may hold be set at six, with a view to providing a guide to address potential competing time commitments that may be faced by Directors serving on multiple listed company boards. The NC may review this guideline from time to time and will also consider the circumstances of individual Directors or potential candidates with multiple listed company directorships above the recommended number to determine their capacity to participate and contribute effectively to the Board. A policy has also been put in place for Directors to consult the Board Chairman or the chairman of the NC with regard to accepting any new listed company board appointment or principal commitment and notifying the Board of any changes in their external appointments. This would allow the Director to review his or her time commitments with the proposed new appointment and in the case of an ID, to also ensure that his or her independence would not be affected. Complete, Adequate and Timely Information (Provision 1.6) Prior to each meeting, members of the Board and the Committees are provided wi th the meet ing agenda and the relevant papers submi t ted by the Management, containing complete, adequate and timely information to enable full deliberation on the issues to be considered at the respective meetings. The Management is in attendance at such meetings, whilst the Company’s auditors and professional advisers who can provide additional insight into the matters for discussion are invited as required to attend the relevant meetings. The Management also provides all Directors with monthly updates on the Company’s f inancial performance including an analysis of the same, with material variances between the comparative periods disclosed and explained. Where the Board’s or a Committee’s approval is sought, relevant background and explanatory information on the specific matter are provided to enable Directors to understand the issues and to request for further information, as necessary. Draft agendas for Board and Committee meetings are circulated in advance to the Board Chairman and the Committee chai rman respect ively, for them to rev i ew and suggest i tems for the agenda. The Board and the Committees are also furnished routine reports, where applicable, from the Management. The chairman of the ARC, NC, RC and BSC provides an annual report of the respective Committees’ activities during the year under review to the Board. The minutes of meetings of the Committees are circulated to all Board members. Access to Management, Company Secretaries and Independent Professional Advice (Provision 1.7) All Directors have direct and independent access to the Management. To facilitate this access, all Directors are provided the contact details of the key management personnel and other senior management team members. The contact detai ls of the heads of internal audit and risk management are al so provided to the ARC. The Di rectors, whether as a group or individual ly, are ent i tled to take independent professional advice at the expense of the Company, in furtherance of their duties and where circumstances warrant the same. The Company has in place internal guidelines allowing the Directors to seek such independent professional advice. The Company Sec retar i es , whose appointment and removal are subject to the Board’s approval, attend all meetings of the Board and the Committees to provide guidance for Board procedures to be followed. The Company Secretaries, together with the Management, also ensure that the Company complies with appl icable statutory and regulatory rules. Together with the Management, the Company Secretaries also advise the Board Chairman, the Board and the Committees on corporate governance matters and assist to implement and st rengthen corporate governance pract ices and processes, including ensuring good information flow within the Board and the Committees and between the Directors and Management, faci l itating the induction for newly appointed Directors and newly appointed Committee members, and assisting in the continuing training and development programme for the Directors. On an ongoing basis, the Directors have separate and independent access to the Company Secretaries.
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