Overview Leadership Portfolio & Performance Sustainability & Governance Financial Statements and Other Information The Boards of Directors of the Managers (Boards) set the tone from the top and are responsible for the Managers’ corporate governance standards and policies, underscoring their importance to CLAS. This Report sets out the corporate governance practices for the financial year (FY) 2023 with reference to the Code of Corporate Governance 2018 (Code). Throughout FY 2023, the Managers have complied with the principles of corporate governance laid down by the Code and also complied, substantially, with the provisions underlying the principles of the Code. Where there are deviations from the provisions of the Code, appropriate explanations are provided in this Report. This Report also sets out additional policies and practices adopted by the Managers which are not provided in the Code. CLAS has received multiple accolades for its excellence in corporate governance and efforts to uphold high standards of transparency in its disclosures. In FY 2023, CLAS was conferred the top spot in the Singapore Governance and Transparency Index within the REITs and Business Trusts category for the third consecutive year, and in FY 2022, CLAS was named “Best Investor Relations – Gold” in the Singapore Corporate Awards. CLAS has been included by the SGX-ST in the Fast Track Programme list. The scheme recognises listed companies with good governance standards and compliance practices, and accords prioritised clearance for selected corporate-action submissions. Board Changes As part of the Boards’ renewal process, Mr Ong Su Kiat Melvyn stepped down from the Boards with effect from 1 January 2024 while Mr Max Loh Khum Whai and Mr Lui Chong Chee were appointed as Independent Directors (IDs) on 23 November 2023 and 1 February 2024 respectively. Directors who are appointed to the Boards from time to time either have prior experience as a director of an issuer listed on the SGX-ST or will undergo further training required under Rule 210(5)(a) of the Listing Manual. Mr Max Loh Khum Whai, being a first-time director, is or will be undergoing the requisite training under Rule 210(5)(a) of the Listing Manual before 22 November 2024 (being one year from the date of his appointment to the Boards). As at the date of this Report, Mr Max Loh Khum Whai has attended and completed some but not all of the relevant modules under the Listed Entity Directors (LED) Programme conducted by the Singapore Institute of Directors. Arrangements have been made for Mr Loh to attend the remaining modules under the LED Programme to complete the mandatory training requirements under Practice Note 2.3 of the Listing Manual, with the target date of completion being end March 2024. BOARD MATTERS Principle 1: The Boards’ Conduct of Affairs Boards’ Duties and Responsibilities The Boards oversee the strategic direction, performance and affairs of the Managers, in furtherance of the Managers’ primary responsibility to foster the success of CLAS so as to deliver sustainable value over the long term to Stapled Securityholders. The Boards provide overall guidance to the management team (Management), led by the Chief Executive Officer (CEO). The Boards work with Management to achieve CLAS’ objectives and long-term success and Management is accountable to the Boards for its performance. Management is responsible for the execution of the strategy for CLAS and the day-to-day operations of CLAS’ business. The Boards establish goals for Management and monitor the achievement of these goals. The Boards ensure that proper and effective controls are in place to assess and manage business risks and compliance with requirements under the Listing Manual, the Property Funds Appendix, as well as any other applicable guidelines prescribed by the SGX-ST, MAS or other relevant authorities, and applicable laws. The Boards also set the disclosure and transparency standards for CLAS and ensure that obligations to Stapled Securityholders and other stakeholders are understood and met. ANNUAL REPORT 2023 95
RkJQdWJsaXNoZXIy NTkwNzg=