Board Changes As part of the Boards’ renewal process, Mr Tan Beng Hai, Bob and Mr Goh Soon Keat Kevin stepped down from the Boards with effect from 22 April 2024 and 1 January 2025 respectively while Mr Lui Chong Chee and Mr Yeo Chin Fu Ervin were appointed on 1 February 2024 and 1 January 2025 respectively. Mr Lui Chong Chee took over the role of the Chairman with effect from 22 April 2024, following the retirement of Mr Tan Beng Hai, Bob. 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 Yeo Chin Fu Ervin, being a first-time director, is or will be undergoing the requisite training under Rule 210(5)(a) of the Listing Manual before 31 December 2025 (being one year from the date of his appointment to the Boards). As at the date of this Report, Mr Yeo Chin Fu Ervin will be attending 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 Yeo Chin Fu Ervin to attend training in order to meet the mandatory training requirements under Practice Note 2.3 of the Listing Manual, with the target date of completion being June 2025. BOARD MATTERS Principle 1: The Boards’ Conduct of Affairs Boards’ Duties and Responsibilities The Boards’ primary responsibility is to foster CLAS’ success so as to deliver sustainable value over the long term. The Boards oversee the Managers’ strategic direction, performance and affairs and provide guidance to the management team (Management), led by the Chief Executive Officer (CEO). The Boards work with Management to achieve CLAS’ objectives and Management is accountable to the Boards for its performance and the execution of CLAS’ strategy. 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 the Listing Manual, Property Funds Appendix, and other applicable laws and regulations. Written Boards approval limits have been established, which are communicated to Management, setting out matters which require their approval, including written financial approval limits such as capital expenditure, investments, divestments and bank borrowings. The Boards delegate authority for transactions below those limits to Board committees (Board Committees) and Management for operational efficiency. Directors are fiduciaries and are obliged at all times to act objectively in CLAS’ best interests. This sets the tone at the top on the desired organisational culture and ensures proper accountability within the Managers. The Boards have adopted a Board Code of Business Conduct and Ethics which provides for every Director to adhere to the highest standards of ethical conduct and to avoid conflicts of interest. Each Director is required to disclose to the Boards his/her interests in CLAS’ transactions (or potential transactions), and any other potential conflicts of interest, recuse himself/herself from deliberations and abstain from voting on such transactions. In FY 2024, every Director complied with this policy, and such compliance has been recorded in the minutes of meeting or written resolutions. Sustainability The Managers place sustainability at the core of everything we do. We are committed to growing our business in a responsible manner, delivering long-term economic value, and contributing to the environmental and social well-being of the communities in which we have a presence. In keeping with this commitment, sustainability-related considerations are key aspects of the Boards’ strategic formulation. At the board level, in recognition of the importance of sustainability as a business imperative and consistent with the principle that the Boards play an important role in considering and incorporating sustainability considerations as part of its strategy development, an important consideration is ensuring that Environmental, Social and Governance (ESG) risks and opportunities are holistically integrated into and form the Managers’ long-term strategy. This also sets the tone at the top to ensure the alignment of the Managers’ activities with its purpose and stakeholder interests. The Boards and the Managers are committed to ensuring environmental and workplace health and safety for their stakeholders, including employees and customers. CapitaLand’s Environmental, Health and Safety Management System is audited by a third-party accredited certification body to ISO 14001 and ISO 45001 standards, internationally recognised standards for the environmental management of businesses and occupational health and safety management of businesses respectively. CLAS’ health and safety practices are also aligned with the Code of Practice on Chief Executives’ and Board of Directors’ Workplace Safety and Health Duties which was gazetted in October 2022. CapitaLand’s Environmental, Health and Safety 65 Annual Report 2024
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