Accountability of the Board and Management (Provision 1.1) The Board and Management are committed to conducting business with integrity, consistent with high standards of business ethics, and in compliance with all applicable laws and regulatory requirements. The Company has established various corporate policies as necessary which provide 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, suppliers and employees. Further 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/Development (Provision 1.2) Each newly appointed Director receives a formal letter, setting out his/her 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 applicable, the Committees. The Company also conducts a comprehensive induction programme for newly appointed Directors, and for existing Directors pursuant to their appointments to any of the Committees, which seeks to familiarise Directors with the Group’s principal businesses, the Company’s governance practices and processes, internal controls and risk management systems, their 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 with the chairmen of the Committees in the case of appointments to any of the Committees, on matters relevant to such Committees, various key executives of Management to allow the new Directors to be acquainted with Management and to facilitate their independent access to Management in future. The programme also includes briefings by the Group CEO and other members of Management 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/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”) to acquire relevant knowledge of what is expected of a listed company director, this being a mandatory requirement under Singapore Exchange Securities Trading Limited (“SGXST”) 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 firsttime 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 CG 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. Mr Tan Kian Seng, who has prior experience as a director of listed companies, was appointed as ID on 10 March 2023 and attended the induction programme conducted by the Company in April 2023. Mr Tan also attended the training on sustainability as required by SGX-ST on 12 October 2023. The Board recognises that it is important for Directors to undergo continual training/development. From time to time, the Directors are provided with updates and/or briefings by professional advisers, auditors, 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. They 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 training sessions attended by the Directors during the year. As part of the NC’s annual assessment of the skill set of the Board and the Committees, the NC will also recommend further training for the Directors in specific areas, if required, to supplement the regular updates/briefings provided to the Directors from time to time. During the year, training sessions attended by the Directors included the SID Audit and Risk Committee Seminar 2023, SID Directors Conference 2023, SID ARC Pit-Stop Series on Climate Risk Reporting, SID Listed Entity Director Programme, SID Nominating Committee Programme, Current Topics Programme, briefings and seminars organised by SID, Climate Governance Singapore, audit professionals, legal professionals, and other consultants in relation to the 9 year rule, financial, cybersecurity, sustainability and climate reporting matters, Code of Practice: Chief Executives’ and Board of Directors’ Duties, SGX Disclosure Obligations and Directors’ Duties. In-house seminars were also organised in 2023 and conducted by invited external speakers on the following topics: • Sustainability Reporting – Value vs Investment; Challenges vs Opportunities • CDL Leadership Workplace Safety & Health Training • Navigating the New Frontier: Cybersecurity and Generative AI CORPORATE GOVERNANCE 100% of the Board attended various training seminars and workshops in 2023 Accounted for more than 206.5 training hours in aggregate = Members of the ARC were also provided with regular briefings from the Company’s external auditors on applicable Accounting Standards and tax updates, such as the Base Erosion and Profiting Shifting (BEPS) 2.0 during the year. Further 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 specifically 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 modify significantly 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 restructuring; decisions 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 established authority limits in connection with the Group’s investments and divestments, including funds and corporate holdings. The approval matrix is revised and updated when necessary, in line 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 expenditures 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. Each Committee reports key matters to the Board at Board Meetings and submits its report at least once on an annual basis. All terms of reference for the Committees are approved by the Board and reviewed annually to ensure 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 limits of delegated authority, without abdicating the Board’s overall responsibility. 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 held at least four times a year. Four Board meetings were held in 2023. At the regular Board meetings, the Board agenda includes updates by 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 were the half-year and full year Board meetings mainly to review and approve the Group’s financial results, and two were scheduled to review the Group’s quarterly operational performance, as well as review of the Company’s strategic directions and initiatives. Two meetings of the non-executive Directors (“NEDs”), including IDs, duly chaired by the Lead Independent Director (“Lead ID”), were held in 2023. Meetings of the NEDs, including 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. CORPORATE GOVERNANCE 39 38 CORPORATE GOVERNANCE ANNUAL REPORT 2023 CITY DEVELOPMENTS LIMITED
RkJQdWJsaXNoZXIy ODIwNTc=