CITY DEVELOPMENTS LIMITED ANNUAL REPORT 2021 CORPORATE GOVERNANCE 52 53 For the 2021 AGM which was held by electronic means, shareholders were able to vote by appointing the Chairman of the Meeting as proxy to vote on their behalf. Proxy forms submitted by shareholders were independently verified by the independent scrutineers. Results of the valid votes submitted, showing the number of votes cast for and against each resolution and the respective percentages, were announced by the Chairman at the AGM and thereafter, via SGXNET. Minutes of General Meetings (Provision 11.5) The Company also maintains minutes of its general meetings, which include the key comments and queries raised by shareholders and the responses from the Board, Management and/or the external auditors. The minutes of the general meetings are available on the Company’s corporate website, and the Company will also furnish the general meeting minutes to any shareholder upon request. Dividend Policy (Provision 11.6) The Company has formalised its dividend policy which aims to provide a return to shareholders at least once a year through the payment of dividends, after taking into account the Group’s financial performance, short and long-term capital requirements, future investment plans, general global and business economic conditions and any regulatory factors. The Board endeavours to maintain a balance between meeting shareholders’ expec tat i ons and prudent cap i ta l management with a sustainable dividend policy. The Board will review the dividend policy from time to time and reserves the right to modify, amend and update the policy. Principle 12: Engagement with Shareholders The Company notifies its investors in advance of the date of release of its financial results via SGXNET. For FY 2021, results for the half year were released via SGXNET within 45 days of the end of 30 June 2021 whilst the full year results were released within 60 days from the financial year end. In CORPORATE GOVERNANCE presenting the Group’s financial results, the Board aims to provide investors with a balanced and understandable assessment of the Group’s performance and financial position with a commentary at the date of the announcement of the significant trends and competitive conditions of the industry in which it operates. For the financial year under review, the Group CEO and the Group CFO provided assurance to the ARC and the Board on the integrity of the half year unaudited financial statements and the Board in turn provided a negative assurance confirmation in respect of the unaudited financial statements for the half year in accordance with the regulatory requirements. The Company ensures that investors are notified of all material information in an accurate and timely manner. Should there be an inadvertent disclosure made to a select group, the Company will release the same information as promptly as possible via SGXNET. The financial statements and other presentation materials presented at the Company’s general meetings, including material and price-sensitive information, are disseminated and publicly released via SGXNET on a timely basis. SHAREHOLDER RIGHTS AND ENGAGEMENT Principle 11: Shareholder Rights and Conduct of General Meetings Being committed to good corporate pract i ces , the Company t reats a l l shareholders fairly and equitably. To facilitate the exercise of shareholders’ rights, the Company ensures that all material information relating to the Company and its financial performance is disclosed in an accurate and timely manner via SGXNET and uploaded at the Company’s corporate website. General Meetings (Provisions 11.1, 11.2 and 11.3) All shareholders are entitled to attend and vote at general meetings in person or by proxy. The rules for the appointment of proxies, including information that voting will be conducted by way of poll, are set out in the notice of general meetings. In accordance with the Constitution of the Company, shareholders who are not relevant intermediaries may appoint not more than two proxies to attend, speak and vote at general meetings in their absence, and shareholders who are relevant intermediaries may appoint more than two proxies to attend, speak and vote at general meet ings. The proxy forms must be deposited at such place or places specified in the notice or document accompanying the notice convening the general meetings at least seventy-two hours before the time set for the general meetings. The Company provides for separate resolutions at general meetings on each substantial issue, including treating the re-election of each Director as a separate subject matter. Detailed information on each item in the AGM agenda is provided in the explanatory notes to the notice of AGM in the AR. At general meetings of the Company, shareholders are given the opportunity to communicate their views and are encouraged to ask the Directors and the Management questions regardingmatters affecting the Company. 2021 AGM and 2022 AGM In view of the COVID-19 situation, the 2021 AGM was convened and held by electronic means on 30 April 2021 pursuant to the COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) Order 2020 (the “Order”). Al ternat ive arrangements relat ing to attendance at the 2021 AGM via electronic means (including arrangements by which the meeting can be electronically accessed via ’live’ audio-visual webcast or ‘live’ audio only stream), submission of questions to the Chairman of the Meeting in advance of the 2021 AGM, addressing of substantial and relevant questions prior to the AGM and voting by appointing the Chairman of the Meeting as proxy at the AGM, were put in place for the 2021 AGM. In addition, arrangements were made for ‘live’ submission of questions for the 2021 AGM. The Board Chairman and the chairmen of the ARC, NC, RC and BSC, together with the KMP (who are not Directors) were present on site at the 2021 AGM. The other Directors and the external auditors attended the 2021 AGM virtually. In view of the ongoing COVID-19 situation, the Company will be convening the 2022 AGM via electronic means pursuant to the Order. Alternative arrangements have been put in place to allow shareholders to participate at the 2022 AGM by: (i) observing and/or listening to AGM proceedings via ‘live’ audio-visual webcast or ‘live’ audio-only stream; (ii) submitting questions to the Chairman of the AGM in advance of, or ‘live’ at, the AGM; and/or (iii) (a) vot ing at the AGM ‘ l ive’ via electronic means; (b) appointing a proxy(ies) (other than the Chairman of the AGM) to vote ‘live’ via electronic means on their behalf at the AGM; or (c) appointing the Chairman of the AGM as proxy to vote on their behalf at the AGM. Details of the steps for pre-registration, submission of questions and voting at the 2022 AGM are set out in a separate announcement to be re l eased on SGXNET together with the Notice of AGM. In view of the constantly evolving COVID-19 situation in Singapore, the Company may be required to change its arrangements for the 2022 AGM at short notice. Shareholders should check the Company’s corporate website or the SGX website for the latest updates on the status of the 2022 AGM. Voting at General Meetings (Provision 11.4) Shareholders are given the opportunity to vote at general meetings either in person or in absentia by way of appointed proxy (proxies). However, as the authentication of shareholder identity information and other related integrity issues still remain a concern, the Company has decided, for the time being, not to implement voting in absentia by electronic means. Pursuant to Listing Rule 730A(2), all resolutions to be proposed at general meetings and at any adjournment thereof shall be put to the vote by way of poll. In support of greater transparency and to allow for a more efficient voting system, the Company has been conduct ing electronic poll voting instead of voting by show of hands since the 2012 AGM up to the 2019 AGM. With electronic poll voting, shareholders present in person or represented by proxy at the meeting will be entitled to vote on a ‘one-share, one-vote’ basis. The voting results of all votes cast in respect of each resolution will also be instantaneously displayed on screen at the meeting. The detailed results setting out the number of votes cast for and against each resolution and the respective percentages wi ll be announced via SGXNET after the AGM. An external firm is appointed as scrutineers for the AGM voting process, wh i ch i s i ndependent of the f i rm appointed to undertake the electronic poll voting process. In 2021, the following documents were made available to shareholders solely by electronic means via publication on the (i) Company’s corporate website and (ii) SGXNET: • Notice of the Company’s 2021 AGM; • Proxy Form for 2021 AGM; • Annual Report 2020 (and updated shareholding statistics as at 16 March 2021); and • Letter to Shareholders dated 15 April 2021, in relation to the proposed renewal of the (a) share purchase mandate; and (b) IPT mandate for interested person transactions. Shareholder Communication (Provision 12.1) Shareholders and investors can contact the Company or access information on the Company at i ts webs i te at www.cdl.com.sg which has a dedicated ‘Investor Relations’ link that provides, inter alia, information on the Board of Directors, Management team, the Company’s Co r po r a t e Gove r n a n c e Re po r t s , Sustainability Reports, Annual Reports, Corporate Policies, Announcements, Press Releases and Financial Results as released by the Company on SGXNET, and other information which may be relevant to investors. In addition, the Company leverages on other communicat ion platforms such as its online newsroom (www.cdl.com.sg/newsroom) and social media channels (LinkedIn, Twitter and Instagram) to provide latest updates on the Group’s business and performance milestones. Investors can subscribe to email alerts on the CDL website or follow its social media channels to receive updates on its latest news. From time to time, the Board Chairman and the Company’s Management hold briefings with analysts and the media to coincide wi th the release of the Group’s half-year and full-year financial resul ts. Media presentat ion sl ides are also released on SGXNET and on the Company’s website. A live video webcast was arranged for investors at the analysts/media briefing for the full year 2021 results in February 2022. In addition, the Management takes an active role in investor relations, meeting local and foreign fund managers regularly as wel l as part icipat ing in investor roadshows and conferences both locally and overseas. The Head, Investor Relations & Corporate Communications, is responsible for managing the Group’s investor relations programmes, including the communications with the financial communi ty, research analysts and relevant stakeholders. Investor Relations Policy (Provisions 12.2 and 12.3) The Company is committed to building investor confidence and trust through effective open, two-way communication with shareholders and the investment community. The Company’s Investor Relations (IR) Policy, available on the CDL corporate website (www.cdl.com. sg), sets out the process and mechanism
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