CORPORATE GOVERNANCE City Developments Limited (“CDL” or the “Company”) is committed to upholding a high standard of corporate governance and business integrity in all its business activities, which is essential for the long-term sustainability of the Group’s businesses and the enhancement of shareholders’ value. To demonstrate its commitment towards excellence in corporate governance, CDL had, since 2010, joined the Securities Investors Association Singapore (“SIAS”) and its partners in making the following public Statement of Support at the annual Singapore Corporate Governance Week (organised by SIAS): “As a Company, we are committed to upholding high standards of corporate governance to enhance stakeholder value, a sustainable future and making a lasting sustainable transition to a low-carbon environment. We believe practising good environmental, social and corporate governance standards are central to the health and stability of our financial markets and economy.” CORPORATE GOVERNANCE ACCOLADES In its journey to uphold the highest standards of corporate governance, CDL achieved a joint 5th ranking on the Singapore Governance and Transparency Index (SGTI) in 2023. The SGTI is aimed at assessing companies on their corporate governance disclosure and practices, as well as the timeliness, accessibility and transparency of their financial results announcements. In recognition of its commitment to transparency in gender reporting and advancing gender diversity in the workplace, CDL continued to be listed in the Bloomberg Gender-Equality Index (GEI) in 2023. The sector-neutral Bloomberg GEI measures gender equality across five pillars: female leadership and talent pipeline; equal pay and gender pay parity; inclusive culture; anti-sexual harassment policies; and external brand. CDL is the only Singapore real estate company listed on the Bloomberg GEI for six consecutive years. CDL has been placed on the SGX Fast Track programme since April 2018. This programme was launched by Singapore Exchange Regulation (SGX RegCo) in recognition of listed companies which have maintained a good corporate governance standing and compliance track record. Companies under this programme will receive prioritised clearance on selected corporate action submissions to SGX RegCo. The Company has complied with Listing Rule 710 of the Listing Manual of Singapore Exchange Securities Trading Limited (“Listing Manual”) by describing in this report, its corporate governance practices with specific reference to the principles and provisions in the Code of Corporate Governance 2018, as amended (“CG Code”). Where the Company’s practices differ from the principles and provisions under the CG Code, the Company’s position and reasons in respect of the same are explained in this report. Our Governance Framework Board Executive Directors (“ED”) • Kwek Leng Beng, Executive Chairman • Sherman Kwek Eik Tse, Group Chief Executive Officer Non-executive and Non-independent Director • Philip Yeo Liat Kok Independent Directors (“ID”) • Lee Jee Cheng Philip, Lead ID • Ong Lian Jin Colin • Daniel Marie Ghislain Desbaillets • Chong Yoon Chou • Chan Swee Liang Carolina • Tang Ai Ai Mrs Wong Ai Ai • Tan Kian Seng Key Objectives: Provides leadership by setting the strategic objectives of the Company together with the Management Executive Committee ("ExCo") to achieve long-term success for the Company and its subsidiaries (the ‘‘Group’’) through value creation, innovation and sustainability. Oversees the performance of the Group for accountability to shareholders by ensuring that the necessary financial, operational and human resources are in place for the Company to meet its strategic objectives, which are supported by an adequate and effective system of internal controls and risk management. Committees Composition Key Objectives Audit & Risk Committee (“ARC”) • Lee Jee Cheng Philip, Chairman (ID) • Chong Yoon Chou (ID) • Chan Swee Liang Carolina (ID) • Tan Kian Seng (ID) Assists the Board in the discharge of statutory and other responsibilities relating to the integrity of the financial statements of the Group and reviews the adequacy and effectiveness of the internal controls and risk management systems. Considers the key risks of the Group under a risk management framework which takes into account the strategic objectives and risk appetite of the Group. Nominating Committee (“NC”) • Ong Lian Jin Colin, Chairman (ID) • Kwek Leng Beng (non-ID) • Lee Jee Cheng Philip (ID) • Chong Yoon Chou (ID) • Tang Ai Ai Mrs Wong Ai Ai (ID) Assists the Board in its succession plan through the review of board size, composition and mix, and the recommendations on the independence of Directors, appointment, re-nomination and retirement of Directors. Assists the Board in the evaluation of the performance of the Board, the Board Committees and the Directors. Also reviews the succession plan for the key management personnel including the Group Chief Executive Officer (“Group CEO”) who is also a Director. Remuneration Committee (“RC”) • Chan Swee Liang Carolina, Chairman (ID) • Lee Jee Cheng Philip (ID) • Ong Lian Jin Colin (ID) • Daniel Marie Ghislain Desbaillets (ID) Oversees the remuneration of the Board and the key management personnel, including setting appropriate remuneration frameworks, aligning with talent management framework and policies to reflect a performance-based remuneration system that is balanced between the current and long-term objectives of the Company. Board Sustainability Committee (“BSC”) • Sherman Kwek Eik Tse, Chairman (ED) • Daniel Marie Ghislain Desbaillets (ID) • Chong Yoon Chou (ID) • Tang Ai Ai Mrs Wong Ai Ai (ID) Assists the Board in the review of the Company’s sustainability issues and approach to sustainability reporting, reviews the Company’s Environmental, Social and Governance (ESG) framework, key ESG targets and long-term sustainability that contribute to the Company’s performance and reputation as a global corporate citizen. Also assists the Board in the oversight of the Company’s Workplace Safety and Health matters. BOARD MATTERS Principle 1: The Board’s Conduct of Affairs The Primary Functions of the Board The Board oversees the Company’s business and its performance under its collective responsibility and provides leadership by setting the strategic objectives of the Company together with the ExCo, to achieve longterm success for the Group through value creation, innovation and sustainability. Members of the ExCo also identified as the Company's Key Management Personnel ("KMP") comprises Mr Sherman Kwek, the Group CEO (also a Director), Mr Chia Ngiang Hong, the Group General Manager ("Group GM"), Mr Kwek Eik Sheng, the Group Chief Operating Officer ("Group COO") and Ms Yiong Yim Ming, the Group Chief Financial Officer ("Group CFO"). The Board sets broad policies, provides guidance on and approves strategic objectives, ensures that necessary financial, operational and human resources are in place for the Company to meet its objectives, reviews the performance of the Group and the ExCo, and satisfies itself as to the adequacy and effectiveness of the framework and processes for internal controls (including financial, operational, compliance and information technology (“IT”) controls) and risk management for the safeguarding of shareholders’ interests and the Group’s assets. The Board also assumes responsibility for good corporate governance and is responsible for setting the right ‘tone at the top’ in its policies and decisions to ensure that the Company’s corporate values and ethical standards are observed and there is proper accountability throughout the Group and obligations to its shareholders and other stakeholders are clearly understood and met. The Board is also committed to the Company’s strategic approach to integrating sustainability in key aspects of its business and operations and to advance the Company’s sustainability efforts and achievements. Directors’ Objective Discharge of Duties and Declaration of Interests (Provision 1.1) All Directors are fiduciaries who exercise due diligence and objectively discharge their duties and responsibilities in the best interests of the Company. This ability to exercise objectivity is one of the assessment criteria in the NC annual evaluation of the Directors. Directors, who are in any way, directly or indirectly, interested in a transaction or proposed transaction, declare the nature of their interests in accordance with the Company’s Constitution and provisions of the Companies Act 1967, and in the case of any conflicts of interest (actual or potential), recuse themselves from participating in the deliberation and abstain from decision-making on such transactions, with abstention duly recorded within the minutes and/or the resolutions of the Board and/or the Committees. CORPORATE GOVERNANCE 37 36 CORPORATE GOVERNANCE ANNUAL REPORT 2023 CITY DEVELOPMENTS LIMITED
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