CITY DEVELOPMENTS LIMITED ANNUAL REPORT 2022 CORPORATE GOVERNANCE 54 55 SHAREHOLDER RIGHTS AND ENGAGEMENT Principle 11: Shareholder Rights and Conduct of General Meetings Being committed to good corporate practices, the Company treats all 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) Shareholders are informed of general meetings through notice sent to them. All shareholders are entitled to attend and vote at general meetings in person or by proxy or in the case of a corporate shareholder, through its appointed representative. 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 regarding matters affecting the Company. 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 meetings. 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. CORPORATE GOVERNANCE The Company provides for separate resolutions at general meetings on each substantial issue, including treating the re-election of each Director as a separate resolution. Detailed information on each item in the AGM agenda is provided in the explanatory notes to the notice of AGM in the AR. All Directors, including the Lead ID, the chairmen of the respective Committees, the Management, the external auditors and legal advisors (where necessary) are present at general meetings to address queries from the shareholders. At each AGM, the Group CEO and the Group CFO deliver presentations to update shareholders on the Company’s operations and financial performance in the preceding year. However, due to the COVID-19 situation in Singapore, the 2020, 2021 and 2022 AGMs were convened and held by electronic means 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 (“Temporary Order”) and the checklist issued by ACRA, MAS and SGX RegCo (“Checklist”). For more details on the 2022 AGM and the forthcoming 2023 AGM, see sections below on the ‘2022 AGM and 2023 AGM’. 2022 AGM and 2023 AGM In view of the COVID-19 situation, the 2022 AGM was convened and held by electronic means on 28 April 2022 pursuant to the Temporary Order. The alternative arrangements under the Temporary Order and the Checklist put in place for 2022 AGM included making available the Annual Report, the Notice of AGM, accompanying proxy form and other related AGM documents on the SGX website and the Company’s corporate website. Attendance at the 2022 AGM was via electronic means where shareholders could observe and/ or listen to the 2022 AGM proceedings via ’live’ audio-visual webcast or ‘live’ audio only stream, submit questions to the Chairman of the Meeting in advance of the 2022 AGM as well as ‘live’ during the AGM. Substantial and relevant questions submitted were addressed prior to and at the AGM and live voting on the resolutions were put in place for the 2022 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 2022 AGM. The other Directors and the external auditors attended the 2022 AGM virtually. The forthcoming 2023 AGM will be held in a hybrid mode pursuant to the Temporary Order, with physical attendance of shareholders at Orchard Hotel on 26 April 2023 and via electronic means. Shareholders will be informed of the 2023 AGM through a notification sent by post. As part of the Company’s commitment towards environmental sustainability, the Notice of AGM, accompanying proxy form and other AGM related documents will only be made available on the SGX website and the Company’s corporate website. Arrangements relating to attendance at the 2023 AGM, either physically or via electronic means, submission of questions in advance of, or at the 2023 AGM and voting at the 2023 AGM by shareholders or their duly appointed proxy(ies) or representative(s) in the case of corporate shareholder(s), are set out in a separate announcement to be released by the Company on SGXNET. 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 conducting 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 will be announced via SGXNET after the AGM. An external firm is appointed as scrutineers for the AGM voting process, which is independent of the firm appointed to undertake the electronic poll voting process. For the 2022 AGM which was held by electronic means, shareholders were able to vote ‘live’. Proxy forms submitted by shareholders were also 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. The Company will resume electronic poll voting at the 2023 AGM as well as ‘live’ voting for shareholders attending the 2023 AGM via electronic means. 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 SGX website as soon as practicable after the meetings. 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’ expectations and prudent capital 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. In line with the Company’s dividend policy, the Board has recommended a final ordinary dividend of $0.08 and a special final ordinary dividend of $0.08. This will bring the total dividend for FY 2022 to $0.28 per share. The dividend payouts in the current and past four years are set out in the ‘5-Year Financial Highlights’ section of the AR. Principle 12: Engagement with Shareholders The Company notifies its investors in advance of the date of release of its financial results via SGXNET. In 2022, results for the half-year were released via SGXNET within 45 days of the end of 30 June 2022 whilst the full year results were released within 60 days from the financial year end. In 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 industries 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. All shareholders are notified of general meetings and the documents relating thereto which are made available on the Company’s corporate website and SGX website.
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