Corporate Governance strive for orderly succession and continually look to fill future gaps in competencies and to renew the Boards in a progressive manner, whilst ensuring continuity and sustainability of corporate performance. In the NRC’s selection of directors, searches for possible candidates are conducted through contacts and recommendations. External consultants may be retained to ensure a diverse slate of candidates. Candidates are identified based on CLAS’ needs, taking into account skills required and the requirements in the Listing Manual and the Code, and assessed against a range of criteria including their demonstrated business sense and judgement, skills and expertise, and market and industry knowledge (and may include financial, sustainability or other competency, geographical representation and business background) with due consideration to diversity factors in the Board Diversity Policy. The NRC also considers the candidates’ alignment with CLAS’ strategic directions and values, ability to commit time and potential to complement the expertise and experience of the existing members of the Boards, as well as any qualitative feedback from Directors and Management from its annual Board evaluation exercise. The NRC uses a skills matrix to determine the skills gaps of the Boards and if the expertise and experience of a candidate would complement those of the existing Board members. Board Changes The changes to the Boards have been set out above in the “Board Changes” section on page 65 of this Report. Review of Directors’ Ability to Commit Time Directors must be able to devote sufficient time and attention to adequately perform their duties. The NRC reviews each Director’s appointments and commitments annually, and when there are changes which may affect their ability to commit time to the affairs of the Managers. Directors are required to report to the Boards any changes in their other appointments or commitments. For the Directors’ other appointments and commitments, no limit is set as to the number of listed company board appointments. The Boards take the view that the number of listed company directorships that an individual may hold should be considered on a case-by-case basis, as a person’s available time and attention may depend on factors, such as his/her capacity, employment status, and the nature of his/her other responsibilities. IDs are required to inform the Chairman before accepting any new directorships or offer of full-time executive appointments. Each Director is required to make a self-assessment and confirm that he/she is able to devote sufficient time and attention to the affairs of the Managers. For FY 2024, all non-executive Directors had undergone the self-assessment and provided confirmation. In assessing each Director’s ability to commit time, the NRC takes into consideration each Director’s confirmation, his/her commitments, as well as attendance record and conduct and contributions (including preparedness, participation and level of engagement) at Board and Board Committee meetings. The Directors’ listed company directorships and other principal commitments are disclosed on pages 11 to 13 of this Annual Report. There is no alternate director to any of the Directors, which is in line with the principle adopted by the NRC that it will generally not approve the appointment of alternate directors. Directors are informed of the expectation to attend scheduled meetings, unless unusual circumstances make attendance impractical or if a Director has to recuse himself/herself from the discussion. For FY 2024, the Directors achieved 100% attendance at all meetings. Based on the above, the NRC (with each member recused from deliberations in respect of himself/herself) has determined that each Director has been adequately carrying out his/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/her duties and responsibilities as a Director. Principle 5: Board Performance The Managers believe that regular self-assessment and evaluation of Board performance enables the Boards to reflect on their effectiveness, including the quality of their decisions, and for Directors to consider their performance and contributions. The process helps identify key strengths and areas for improvement which are essential for the effective stewardship of CLAS. The NRC recommends for the Boards’ approval the objective performance criteria and evaluation process, and the Boards undertake, with the assistance of the Company Secretary, an annual formal assessment of the effectiveness of the Boards, Board Committees and individual Directors. As part of the appraisal process, a questionnaire is sent to the Directors. Management also provides feedback on areas including Board structure, strategy, performance and governance, as well as Board functions and practices. The results are aggregated and 74 CapitaLand Ascott Trust
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