68 CapitaLand Ascott Trust Meetings of Board and Board Committees Board and Board Committee meetings are scheduled prior to the start of each financial year. The constitutions of the Managers permit the Directors to participate via audio or video conference. The Boards and Board Committees may also make decisions by way of written resolutions. The Boards may hold ad hoc meetings if required. The independent directors (IDs), led by the independent Chairman, also meet quarterly without the presence of Management. The Chairman provides feedback to the Boards and/or Management as appropriate. There is active interaction between the Management and the Boards and Management provides updates to the Boards at Board meetings on the progress of CLAS’ business and operations (including market developments and trends, business initiatives, budget and capital management) and issues and challenges CLAS faces. The Directors and Management have separate, independent and unfettered access to each other at all times for any information they may require. Management provides the Board with complete, adequate and timely information prior to Board and Board Committee meetings and on an ongoing basis, to enable the Directors to make informed decisions, discharge their duties and responsibilities, and facilitate focused discussions and active participation. In FY 2025, the Boards held six meetings. The number of Board Committee meetings and Directors’ meeting attendance record for FY 2025 are set out on page 91 of this Annual Report. At Board and Board Committee meetings, all Directors actively participate in discussions, engaging in open and constructive debate and challenging Management on its assumptions and recommendations. No individual Director influences or dominates the decision-making process. The Directors also have separate and independent access to the company secretaries of the Managers (Company Secretaries). The Company Secretaries have oversight of corporate secretarial matters, ensuring that Board procedures are followed at Board meetings and facilitating the administration work relating to Directors’ professional development. The appointment and removal of the Company Secretaries is subject to the Boards’ approval. The Directors are entitled to access independent professional advice where required, at the Managers’ expense. Principle 2: Board Composition and Guidance Board Independence The Boards have a strong independent element as four out of seven directors, including the Chairman, are non-executive IDs. Other than the CEO, non-executive Directors make up the rest of the Boards. None of the Directors have served on the Boards for nine years or longer. Under the Code, the Boards should have a lead ID, especially when the Chairman is not independent. As the Chairman is independent, CLAS has accordingly not appointed a lead ID. Profiles of the Directors and their roles are set out on pages 12 to 13 of this Annual Report. The statement on the Composition of the Board of Directors of the Trustee-Manager pursuant to Regulation 12(8) of the BTR can be found on pages 96 to 97 of this Annual Report. The Boards, through the NRC, review the size and composition of the Boards and Board Committees regularly to ensure that they are appropriate to support effective deliberations and decision-making, and the composition reflects a strong independent element and diversity of thought and background. The review takes into account the scope and nature of CLAS’ operations, external environment and competition. The Boards, with the recommendation of the NRC, assess annually (and when circumstances require) the independence of each Director in accordance with the requirements of the Listing Manual and the Code (including where relevant, the recommendations in the accompanying Practice Guidance (Practice Guidance)), the Securities and Futures (Licensing and Conduct of Business) Regulations (SFR) and the BTR. Under the Code, a Director is considered independent if he/she is independent in conduct, character and judgement, has no relationship with the Managers, their related corporations, their substantial shareholders, CLAS’ substantial Stapled Securityholders (being Stapled Securityholders who have interests in voting Stapled Securities of 5% or more of the total votes attached to all voting Stapled Securities) or the Managers’ officers, that could interfere, or be reasonably perceived to interfere with the exercise of his/her independent business judgement in CLAS’ best interests3. 3 Under the Listing Manual, a director will not be considered independent under the following circumstances: (i) if he/she is or has been employed by the Managers or CLAS or any of their related corporations in the current or any of the past 3 financial years; (ii) if he/she has an immediate family member who is or has been employed by the Managers or CLAS or any of their related corporations in the current or any of the past 3 financial years, and whose remuneration is or was determined by the Boards and/or NRC; or (iii) if he/she has been a director of the Managers for an aggregate period of more than 9 years (whether before or after listing) in which case, such director may continue to be considered independent until the conclusion of the next annual general meeting of CLAS. Corporate Governance
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