Overview Leadership Portfolio & Performance Sustainability & Governance Financial Statements and Other Information On an annual basis and, where appropriate when there is a change of circumstances involving a Director, the NRC assesses each Director’s ability to commit time to the affairs of the Managers. In conducting the assessment, the NRC takes into consideration each Director’s confirmation, his or her commitments, attendance record at meetings of the Boards and Board Committees, as well as conduct and contributions (including preparedness and participation) at Board and Board Committee meetings. The Directors’ listed company directorships and principal commitments are disclosed on pages 13 to 17 of this Annual Report and their attendance record for FY 2023 is set out on page 134 of this Annual Report. In particular, the CEO does not serve on any listed company board outside of the Stapled Group. For FY 2023, the Directors achieved high meeting attendance rates and have contributed positively to discussions at Board and Board Committee meetings. Based on the above, the NRC has determined that each Director has been adequately carrying out his or her duties as a Director and noted that no Director has a significant number of listed directorships and principal commitments. The Boards, taking into consideration the NRC’s assessment, have noted that each Director has been adequately carrying out his or her duties and responsibilities as a Director. Principle 5: Board Performance The Managers believe that oversight from strong and effective Boards goes a long way towards guiding a business enterprise to achieving success. Whilst Board performance is ultimately reflected in the long-term performance of CLAS, the Boards believe that engaging in a regular process of self-assessment and evaluation of Board performance provides an opportunity for the Boards to reflect on their effectiveness including the quality of their decisions, and for Directors to consider their performance and contributions. It also enables the Boards to identify key strengths and areas for improvement which are essential to effective stewardship and attaining success for CLAS. The NRC recommends for the Boards’ approval the objective performance criteria, and the Boards undertake, with the assistance of the Company Secretary, a process to evaluate the effectiveness of the Boards as a whole and that of each of its Board Committees and individual Directors for every financial year. As part of the process, a questionnaire is sent to the Directors by the Company Secretary, who aggregates and reports the evaluation results to the NRC, and thereafter the Boards. Management’s feedback is also sought in areas including Board structure, developing strategy, performance and governance, board functions and practices. The findings are considered by the Boards and follow up action is taken where necessary with a view to enhancing the effectiveness of the Boards, Board Committees and individual Directors in the discharge of their duties and responsibilities. As and when required, external facilitators may be appointed to assist in the evaluation process of the Boards, Board committees and the individual Directors. For FY 2023, the evaluation process was conducted without involving any external facilitator. Board and Board Committees The evaluation categories covered in the questionnaire include Board composition, Board processes, strategy, performance and governance, access to information and Board Committee effectiveness. As part of the questionnaire, the Boards also consider whether the creation of value for Stapled Securityholders has been taken into account in the decision-making process. For FY 2023, the outcome of the evaluation was satisfactory and the Boards as a whole, and each of the Board Committees, received affirmative ratings across all the evaluation categories. Individual Directors The evaluation categories covered in the questionnaire include Director’s duties, contributions, conduct and interpersonal skills, as well as strategic thinking and risk management. For FY 2023, the outcome of the evaluation was satisfactory and each of the Directors on the whole received affirmative ratings across all the evaluation categories. The Boards also recognise that contributions by an individual Director can take different forms including providing objective perspectives on issues, facilitating business opportunities and strategic relationships, and accessibility to Management outside of the formal environment of Board and Board Committee meetings. Each Director has objectively discharged his or her duties and responsibilities at all times as fiduciaries in the interests of the Managers and CLAS. ANNUAL REPORT 2023 111
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