Material Contracts Except as disclosed above and in the financial statements for FY 2023, there were no material contracts entered into by the Company and its subsidiaries involving the interests of the Group CEO, Directors or controlling shareholders, which are either still subsisting at the end of FY 2023 or, if not then subsisting, entered into since the end of the previous financial year. 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 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. The Company provides for separate resolutions at general meetings on each substantial issue, including treating the reelection 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 this report. All Directors, including the Board Chairman, the Lead ID, the chairmen of the respective Committees, 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. 2023 AGM The 2023 AGM was held on 26 April 2023 in a hybrid mode, with attendance of shareholders at the Orchard Hotel, Singapore and using virtual meeting technology. Shareholders who participated at the 2023 AGM whether physically or using virtual meeting technology, were able to vote in real-time. They were also able to submit questions in advance or during the 2023 AGM and/or appoint proxy(ies) to attend, speak and vote on their behalf at the 2023 AGM. All substantial and relevant questions submitted by shareholders prior to the 2023 AGM, as well as those received live, whether physically or using virtual meeting technology, were addressed by the Company. Responses to questions from shareholders submitted in advance of the 2023 AGM were released by the Company on SGXNet 5 days before the 2023 AGM. All the Directors including the Board Chairman and the chairmen of the ARC, NC, RC and BSC, together with the KMP (who are not Directors) as well as the external auditors were in attendance at the 2023 AGM. Forthcoming 2024 AGM The forthcoming 2024 AGM will continue to be held in a hybrid mode with physical attendance of shareholders at M Hotel, Singapore on 24 April 2024 and using virtual meeting technology. Shareholders will be informed of the 2024 AGM through a notification sent by post. Shareholders will receive, via post, the Notice of the 2024 AGM together with a copy each of the detachable proxy form and AR request form for shareholders' use. These documents will also be made available on the Company's corporate website. The Notice of the 2024 AGM and the accompanying proxy form will be published on the SGX website. Further, as part of the Company’s commitment towards environmental sustainability, printed AR will only be sent to shareholders upon receipt of duly completed AR request forms. Arrangements relating to attendance at the 2024 AGM, either physically or using virtual meeting technology, submission of questions in advance of, or at the 2024 AGM and voting at the 2024 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. CORPORATE GOVERNANCE 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. Electronic poll voting will be conducted at the 2024 AGM. In support of greater transparency and to allow for a more efficient voting system, the Company has been conducting electronic poll voting since the 2012 AGM (except the 2020 AGM and the 2021 AGM in view of the Covid-19 situation). With electronic poll voting, shareholders present or represented by proxy (in person or using virtual meeting technology) 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. 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 per share. This will bring the total dividends for FY 2023 to $0.12 per share. The dividend payouts in the current and past four years are set out in the ‘Five Year Financial Summary’ section of this annual report. Principle 12: Engagement with Shareholders The Company notifies its investors in advance of the date of release of its financial results via SGXNET. In 2023, results for the half-year were released via SGXNET within 45 days of the end of 30 June 2023 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. In 2023, 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 2023 AGM; • Proxy Form for 2023 AGM; • Annual Report 2022; and • Letter to Shareholders dated 28 March 2023, in relation to the (a) proposed renewal of the share purchase mandate; and (b) proposed renewal of the IPT mandate for interested person transactions. Shareholder Communication (Provision 12.1) Shareholders and investors can contact the Company or access information on the Company’s corporate website at www.cdl.com.sg which has a dedicated ‘Investor Relations’ (IR) section that provides, inter alia, information on the Board of Directors, Management team, the Company’s Corporate Governance Reports, 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 other communication platforms such as its online newsroom (www.cdl.com.sg/newsroom) and social media channels, which includes LinkedIn, X (formerly Twitter) and Instagram, to provide the latest updates on the Group’s business and performance milestones. Investors can subscribe to email alerts on the CDL corporate website or follow its social media channels to receive updates on its latest news. CORPORATE GOVERNANCE 59 58 CORPORATE GOVERNANCE ANNUAL REPORT 2023 CITY DEVELOPMENTS LIMITED
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