Gender diversity is also considered a key aspect of CLAS’ Board diversity. Based on the board composition as at March 2024, CLAS had three female Board members, one of whom is also the CEO. The female representation on the Boards, which comprised nine members, was 33.3%. Based on the board composition as at the date of this report, three out of eight Board members are female, representing 37.5% of the Boards, exceeding the Council for Board Diversity’s 2025 target of women making up 25% of the boards of SGX-ST listed companies. Board Independence The Boards have a strong independent element. Based on the board composition as at March 2024, six out of nine directors, including the Chairman, were non-executive independent directors (ID). Based on the board composition as at the date of this report, five out of eight directors, including the Chairman, are non-executive ID. Other than the CEO who is the only executive director on the Boards, non-executive directors make up the rest of the Boards. None of the directors have served on the Boards for nine years or longer. No lead ID is appointed as the Chairman is an ID. Board Performance The Boards undertake, with the assistance of the Company Secretary, a process to evaluate the effectiveness of the Boards as a whole and that of each of its Board Committees and individual Directors for every financial year. As part of the process, a questionnaire is sent to the Directors by the Company Secretary, who aggregates and reports the evaluation results to the NRC, and thereafter the Boards. The findings are considered by the Boards and follow-up action is taken where necessary with a view to enhancing the effectiveness of the Boards, Board Committees and individual Directors in the discharge of their duties and responsibilities. As and when required, external facilitators may be appointed to assist in the evaluation process of the Boards, Board committees and the individual Directors. For FY 2023, the evaluation process was conducted without involving any external facilitator. For Board and Board Committees, the evaluation categories covered in the questionnaire include Board composition, Board processes, strategy, performance and governance, access to information and Board Committee effectiveness. As part of the questionnaire, the Boards also consider whether the creation of value for Stapled Securityholders has been considered in the decision-making process. For FY 2023, the outcome of the evaluation was satisfactory and the Boards as a whole, and each of the Board Committees, received affirmative ratings across all evaluation categories. In respect of individual directors, the evaluation categories covered in the questionnaire include director’s duties, contributions, conduct and interpersonal skills, as well as strategic thinking and risk management. For FY 2023, the outcome of the evaluation was satisfactory and each of the directors received affirmative ratings across all the evaluation categories. No. of Directors n 61 years and above 4 n 51-60 years 2 n 50 years and below 2 AGE SPREAD No. of Directors n Independent Director 5 n Non-Independent Director 3 BOARD INDEPENDENCE BOARD GENDER DIVERSITY No. of Directors n Male 5 n Female 3 TENURE MIX No. of Directors n <3 years 3 n 3 to 6 years 3 n >6years 2 Based on the board composition as at the date of this report. SUSTAINABILITY REPORT 2023 66
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