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. Additional meetings are convened as and when circumstances warrant. 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, the Committees and the NEDs, as well as the frequency of such meetings in 2023, 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 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 Management, heads of the Group’s business units and departments and the Group’s external consultants in order to better understand the challenges faced by the Group and the input of the Directors, through such engagements, provide invaluable perspective to Management. CORPORATE GOVERNANCE Directors’ Attendance (including via electronic means) at the AGM, and Meetings of the Board, the Committees and the NEDs in 2023 (Provision 1.5) Board ARC NC RC BSC NEDs AGM Number of meetings held in 2023 4 6 3 2 2 2 Name of Directors Number of meetings attended in 2023 Kwek Leng Beng1 4/4 N.A. 3/3 N.A. N.A. N.A. Sherman Kwek Eik Tse1 4/4 N.A. N.A. 2/24 2/2 N.A. Lee Jee Cheng Philip1 4/4 6/6 3/3 2/2 N.A. 2/2 Philip Yeo Liat Kok 4/4 N.A. N.A. N.A. N.A. 1/23 Ong Lian Jin Colin1 4/4 N.A. 3/3 2/2 N.A. 2/2 Daniel Marie Ghislain Desbaillets 4/4 N.A. N.A. 2/2 2/2 2/2 Chong Yoon Chou 4/4 6/6 3/3 N.A. 2/2 2/2 Chan Swee Liang Carolina1 4/4 6/6 N.A. 2/2 N.A. 2/2 Tang Ai Ai Mrs Wong Ai Ai 4/4 N.A. 3/3 N.A. 2/2 1/23 Tan Kian Seng2 3/32 4/42 N.A. N.A. N.A. 0/12,3 Notes: 1 All Directors, including Mr Kwek Leng Beng (the Chairman of the Board), Mr Lee Jee Cheng Philip (the chairman of the ARC), Mr Ong Lian Jin Colin (the chairman of the NC), Ms Chan Swee Liang Carolina (the chairman of the RC) and Mr Sherman Kwek Eik Tse (the Group CEO/the chairman of the BSC), were in attendance at the AGM in 2023 together with other members of the ExCo and the Company’s external auditors. The AGM was held in-person and via electronic means. 2 Mr Tan Kian Seng was appointed as a Director and member of ARC on 10 March 2023. 3 Mr Philip Yeo Liat Kok, Ms Tang Ai Ai Mrs Wong Ai Ai and Mr Tan Kian Seng were unable to attend one NED Meeting as they had prior engagement and travel arrangement respectively. 4 Mr Sherman Kwek Eik Tse attended the RC Meetings by invitation. Directors’ Multiple Board Representations and Time Commitments (Provision 1.5) When considering the re-nomination of Directors for reelection, the NC also takes into account the competing time commitments faced by Directors with multiple listed company 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 Director is also required to confirm annually to the NC as to whether he/she has any issue with competing time commitments which may impact his/her ability to provide sufficient time and attention to his/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 able to carry out and have been adequately carrying out their duties as a Director of the Company. The NC noted that including the directorship held in the Company, the number of listed company board representations currently held by each of the Directors ranged from one to three in number (including the Company) 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 maximum number of listed company board representations which each Director of the Company may hold, be set at six (including the Company), to provide a guide to address potential competing time commitments that Directors may face 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. In addition to the current procedures for the review of the attendance records and analysis of directorships/principal commitments, a policy has also been put in place for Directors to consult the Board Chairman or the chairman of the NC prior to accepting any new listed company board appointment or principal commitment and to notify the Board of any changes in their external appointments. This would allow the Director to review his/her time commitments with the proposed new appointment, and in the case of an ID, to also ensure that his/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 with the meeting agenda and the relevant papers submitted by Management, containing complete, adequate and timely information to enable full deliberation on the issues to be considered at the respective meetings. The ExCo 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. Management also provides all Directors with monthly updates on the Company’s financial 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 request further information, as necessary. Draft agendas for Board and Committee meetings are circulated in advance to the Board Chairman and the Committee chairman respectively, for them to review and suggest items for the agenda. The Board and the Committees are also furnished routine reports, where applicable, from Management. The chairman of the ARC, NC, RC and BSC provides a 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 Management. To facilitate this access, all Directors are provided with the contact details of the ExCo and the Company Secretaries. The contact details of the heads of internal audit and risk management are also provided to the ARC. The Directors, whether as a group or individually, are entitled 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 Secretaries, 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 Management, also ensure that the Company complies with applicable statutory and regulatory rules. Together with Management, the Company Secretaries also advise the Board Chairman, the Board and the Committees on corporate governance matters and assist in implementing and strengthening corporate governance practices and processes, including ensuring good information flow within the Board and the Committees and between the Directors and Management, facilitating 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. CORPORATE GOVERNANCE 41 40 CORPORATE GOVERNANCE ANNUAL REPORT 2023 CITY DEVELOPMENTS LIMITED
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