CORPORATE GOVERNANCE The Chairman also presides over the Annual General Meeting (AGM) each year and other general meetings where he plays a crucial role in fostering constructive dialogue between the Stapled Securityholders, the Boards and Management. The CEO has full executive responsibilities to manage the Stapled Group’s business and to develop and implement policies approved by the Boards. The separation of the roles and responsibilities of the Chairman and the CEO, and the resulting clarity of roles provide a healthy professional relationship between the Boards and Management, facilitate robust deliberations on CLAS’ business activities and the exchange of ideas and views to help shape the strategic process, and ensure an appropriate balance of power, increased accountability and greater capacity of the Boards for independent decision-making. As the roles of the Chairman and the CEO are held by separate individuals who are not related to each other, and the Chairman is an ID, no lead ID has been appointed. Moreover, the Boards have a strong independent element as six out of nine directors (including the Chairman) are non-executive IDs. There are also sufficient measures in place to address situations where the Chairman is conflicted as the Directors are required to recuse themselves from deliberations and abstain from voting on any matters that could potentially give rise to conflict. Accordingly, the foregoing is consistent with the intent of Principle 3 of the Code. Principle 4: Board Membership The Boards have a formal and transparent process for the appointment and re-appointment of Directors, taking into account the need for progressive renewal of the Boards. The Boards have established the NRC, which makes recommendations to the Boards on all appointments to the Boards and Board Committees. All Board appointments are made based on merit and approved by the Boards. The NRC comprises three NEDs, two of whom (including the chairman of the NRC) are IDs. As at the date of this Report, the three members on the NRC are Mr Tan Beng Hai, Bob (NRC Chairman), Ms Deborah Lee Siew Yin1 and Mr Goh Soon Keat Kevin. The NRC has also reviewed and approved various matters within its remit via circulating papers. Under its terms of reference, the NRC’s scope of duties and responsibilities in relation to nomination and appointment of directors includes: (a) reviewing and making recommendations to the Boards on the structure, size and composition of the Boards and the Board Committees, formulating, reviewing and making recommendations to the Boards on succession plans for Directors, in particular, the appointment and/or replacement of the Chairman and the CEO; (b) reviewing and making recommendations to the Boards on the process and criteria for the evaluation of the performance of the Boards, Board Committees and individual Directors and the results of such evaluation annually; (c) considering annually and, as and when circumstances require, if a Director is independent; and (d) considering and making recommendations to the Boards on the appointment and re-appointment of Directors (including alternate directors, if any)2. Guided by its terms of reference, the NRC oversees the development and succession planning for the CEO. This includes overseeing the process for selection of the CEO and conducting an annual review of career development and succession matters for the CEO. 1 Mr Ong Su Kiat Melvyn relinquished his role, and Ms Deborah Lee Siew Yin was appointed as NRC member with effect from 1 January 2024. 2 For the avoidance of doubt, there are no alternate directors appointed for FY 2023. 108 CAPITALAND ASCOTT TRUST
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