Overview Leadership Portfolio & Performance Sustainability & Governance Financial Statements and Other Information Meetings of Board and Board Committees Board and Board Committee meetings are scheduled prior to the start of each financial year in consultation with the Directors. The Constitutions of the Managers permit the Directors to participate in Board and Board Committee meetings via audio or video conference. If a Director is unable to attend a Board or Board Committee meeting, he or she may provide his or her comments to the Chairman or the relevant Board Committee Chairman ahead of the meeting and these comments are taken into consideration in the deliberations. The Boards and Board Committees may also make decisions by way of written resolutions. The IDs, led by the independent Chairman or other IDs as appropriate, also meet regularly at least once a year without the presence of Management. The chairman of such meetings will provide feedback to all members of the Boards and/or Management as appropriate. In FY 2023, the IDs met four times without the presence of Management. At each scheduled Board meeting, the Boards are apprised of the following: (a) significant matters discussed at the ARC meeting which is typically scheduled before the Board meeting; (b) ARC’s recommendation on CLAS’ periodic and year-end financial results following ARC’s review of the same; (c) decisions made by Board Committees in the period under review; (d) updates on CLAS’ business and operations in the period under review, including market developments and trends, as well as business initiatives and opportunities; (e) financial performance, budgetary and capital management related matters in the period under review, including any material variance between any projections in budget or business plans and the actual results from business activities and operations; (f) any risk management issues that materially impact CLAS’ operations or financial performance; (g) updates on key Stapled Securityholder engagements in the period under review, as well as analyst views and market feedback; (h) prospective transactions which Management is exploring; and (i) updates on CLAS’ sustainability efforts and performance, including but not limited to environmental and climate change related initiatives, as well as workplace health and safety. All of the above allow the Boards to develop a good understanding of the progress of CLAS’ business as well as the issues and challenges faced by CLAS, and also promote active engagement with Management. The Managers adopt and practise the principle of collective decisions and therefore, no individual Director influences or dominates the decision-making process. There is mutual respect and trust among the Directors and therefore the Boards benefit from a culture of frank and rigorous discussions. Such discussions conducted on a professional basis contribute to the dynamism and effectiveness of the Boards. The Boards’ composition is such that there is diversity in views and perspectives which enriches deliberations and contributes to better decision-making of the Boards in the best interests of CLAS. At Board and Board Committee meetings, all the Directors actively participate in discussions. In particular, they engage in open and constructive debate and challenge Management on its assumptions and recommendations. Management provides the Directors with complete, adequate and timely information prior to Board and Board Committee meetings and on an ongoing basis. This enables the Directors to make informed decisions and discharge their duties and responsibilities. ANNUAL REPORT 2023 99
RkJQdWJsaXNoZXIy NTkwNzg=