CORPORATE GOVERNANCE As a general rule, meeting materials are provided to the Directors at least five working days prior to Board and Board Committee meetings, to allow them to prepare for the meetings and to enable discussions to focus on any questions or issues that they may have or identify. Agendas for Board and Board Committee meetings are prepared in consultation with the Chairman and the chairmen of the respective Board Committees. This provides assurance that there is time to cover all relevant matters during the meetings. In line with the Managers’ ongoing commitment to minimise paper wastage and reduce their carbon footprint, the Managers do not provide printed copies of Board and Board Committee meeting materials. Instead, the Directors are provided with tablet devices to enable them to access and review meeting materials prior to and during meetings. This initiative also enhances information security as the meeting materials are made available through a secure channel. The Directors are also able to review and approve written resolutions using the tablet devices. A total of seven Board meetings, five ARC meetings and two NRC meetings were held in FY 2023. The key deliberations and decisions taken at Board and Board Committee meetings are minuted. A record of the Directors’ attendance at Board and Board Committee meetings for FY 2023 is set out on page 134 of this Annual Report. The CEO who is also a Director attends all Board meetings. She also attends all ARC and NRC meetings on an ex officio basis. Other members of Management attend Board and Board Committee meetings as required to brief the Boards and Board Committees on specific business matters. There is active interaction between the Directors and Management during and outside Board and Board Committee meetings. The Directors have separate, independent and unfettered access to Management for any information that they may require. The Boards and Management share a productive and harmonious relationship, which is critical for good governance and organisational effectiveness. The Directors also have separate and independent access to the company secretary of the Managers (Company Secretary). The Company Secretary keeps herself abreast of relevant developments. She has oversight of corporate secretarial administration matters and advises the Boards and Management on corporate governance matters. The Company Secretary attends Board meetings and assists the Chairman in ensuring that Board procedures are followed. The Company Secretary also facilitates the induction programme for new Directors and undertakes the administration work relating to professional development for the Directors. The Company Secretary is legally trained and the appointment and removal of the Company Secretary is subject to the Boards’ approval. The Directors, whether individually or collectively as the Boards, are entitled to have access to independent external professional advice where necessary, at the Managers’ expense. PRINCIPLE 2: BOARD COMPOSITION AND GUIDANCE Board Independence The Boards have a strong independent element given that six out of nine directors, including the Chairman, are non-executive IDs1. Other than the CEO who is the only executive Director on the Boards, non-executive Directors make up the rest of the Boards. None of the Directors have served on the Boards for nine years or longer. No lead ID is appointed as the Chairman is an ID. Profiles of the Directors, their respective Board Committee memberships and roles are set out on pages 13 to 17 of this Annual Report. Key information on the Directors is also available on CLAS’ website at https://www.capitalandascotttrust.com (Website). The statement on the Composition of the Board of Directors of the Trustee-Manager pursuant to Regulation 12(8) of the BTR can be found on pages 141 to 142 of this Annual Report. The Boards, through the NRC, review from time to time the size and composition of the Boards and each Board Committee, with a view to ensuring that the size is appropriate in facilitating effective decision-making, and the composition reflects a strong independent element as well as balance and diversity of thought and background. The review takes into account the scope and nature of CLAS’ operations, the evolving external environment and the competition that the Stapled Group faces. 1 For FY 2023 and as at the date of this Report. 100 CAPITALAND ASCOTT TRUST
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