73 Annual Report 2025 and unforeseen changes. In reviewing succession plans, the NRC has in mind CLAS’ strategic priorities and the factors affecting the long-term success of CLAS. The NRC aims to maintain the optimal composition of the Boards by considering the trends affecting CLAS, reviewing the skills needed and identifying gaps, including considering whether there is an appropriate level of diversity of thought. The process ensures that the Boards have capabilities and experience which align with CLAS’ strategy and the operating environment, and includes the following considerations: (a) the current size of the Boards and Board Committees, composition mix and core competencies; (b) the candidate’s/Director’s independence, in the case of an independent director; (c) the composition requirements for the Boards and relevant Board Committees (if the candidate/Director is proposed to be appointed to any Board Committee); and (d) the candidate’s/Director’s age, gender, track record, experience and capabilities and such other relevant factors as may be determined by the Boards, which would provide an appropriate balance and contribute to the collective skill of the Boards. The Boards support continuous renewal for good governance, and have guidelines which provide for IDs’ tenure of no more than a maximum of two three-year terms, with any extension of tenure beyond six years to be reviewed on a yearly basis up to a period of nine years (inclusive of the initial two three-year terms served) by the NRC. Board succession planning is part of the NRC’s annual review of the Boards’ composition as well as when a Director gives notice of his/her intention to retire or resign. The annual review takes into account, among others, the requirements in the Listing Manual and the Code, feedback from any Board member and the diversity targets and factors in the Board Diversity Policy. The outcome is reported to the Boards. The Boards 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. 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. External consultants may be retained to ensure a diverse slate of candidates. 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 2025, 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 12 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
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