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 policy is readily available to employees and to all suppliers, service providers and partners.

All the members of the Boards attended or will attend the sustainability training as prescribed by the SGXST. New Directors who are appointed to the Boards from time to time who have not undergone training on sustainability matters as prescribed by the SGX-ST will either have expertise in sustainability matters or will undergo further training required under Rule 720(7) of the Listing Manual. Arrangement has been made for Mr Yeo Chin Fu Ervin, who was appointed as Director in January 2025, to attend such mandatory sustainability training in the financial year ended 31 December 2025 (FY 2025).

More details of CLAS’ sustainability approach, environmental policies, anti-corruption efforts, training and development can be found in CLAS’ Sustainability Report 2024 which will be published in May 2025.

Directors' Development

The Nominating and Remuneration Committee (NRC) ensures that the Managers have a training framework to equip Directors with the necessary knowledge and skills to understand CLAS’ business and discharge their duties and responsibilities as Directors (including their roles as executive, non-executive and independent directors). Directors, including those who have no prior experience as a director of an issuer listed on the SGX-ST, will undergo training as prescribed by the SGX-ST on, for example, the roles and responsibilities of a director. The costs of training for all Directors are borne by the Managers. Mr Yeo Chin Fu Ervin, being a first-time director, will undergo training in the roles and responsibilities of a director of a listed issuer, as prescribed by the SGXST, the details of which are set out above in the Board Changes section on page 65 of this Report.

Each newly-appointed Director is provided with a letter of appointment and a Director’s Manual (containing a broad range of information relating to Directors’ roles and responsibilities and the Managers’ policies on disclosure of interests in securities, conflicts of interests and securities trading restrictions). All Directors undergo an induction programme which focuses on orientating the Director to CLAS’ business, operations, policies, strategies, and financial and governance practices, and includes visits to CLAS’ properties.

Directors are provided with opportunities for continuing education in areas such as director’s duties and responsibilities, laws and regulations, risk management and accounting standards, industry-related matters and sustainability so as to be updated on matters that enhance their performance as Directors or Board Committee members. Directors can also request for training in any other area or recommend specific training development programmes to the Boards².

In FY 2024, the training and professional development programmes for the Directors included seminars and training sessions conducted by experts and senior business leaders on reinvention in the age of Gen AI and CapitaLand’s Perspective on Gen AI.

Board Committees

Each Board Committee has clear written terms of reference (setting out their composition, authorities and duties, including reporting back to the Boards) and operates under delegated authority from the Boards with the Boards retaining overall oversight. The decisions and significant matters discussed at Board Committee meetings are reported to the Boards on a periodic basis, and minutes of such meetings are also circulated to all members of the Boards. The composition of the various Board Committees in FY 2024 and as at the date of this Report is set out in the table on the next page.

Note:
2. The Boards consider all Board members’ views and feedback in recommending training and professional development programmes for the Boards and the Directors. Hence, any Director may recommend specific training and development programmes which he/she believes would benefit the Directors or the Boards. The review of training and professional development programmes is done by the Boards as a whole, and this function was not delegated to the NRC. While this is a partial deviation from Provision 4.1(c) which requires the NRC to review and make recommendations to the Boards on the training and professional development programmes for the Boards and their directors, this is consistent with the intent of Principle 4 of the Code.

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 2024, the Boards held six meetings. The number of Board Committee meetings and Directors’ meeting attendance record for FY 2024 are set out on page 92 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 secretary of the Managers (Company Secretary). The Company Secretary has 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 Secretary 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 five out of eight directors, including the Chairman, are non-executive IDs³. 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. No lead ID is appointed as the Chairman is an ID. Profiles of the Directors and their roles are set out on pages 11 to 13 of this Annual Report. The statement on the Composition of the Board of Directors of the TrusteeManager pursuant to Regulation 12(8) of the BTR can be found on pages 97 to 98 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 interests⁴

There is a rigorous process to evaluate the independence of each ID. As part of the process:

1. each ID discloses his/her business interests and confirms annually that there are no relationships which interfere with the exercise of his/her independent business judgement in the Stapled Securityholders’ best interests, and such information is then reviewed by the NRC; and
    
2. the NRC also considers the IDs’ conduct and contributions at Board and Board Committee meetings, in particular, whether he/she has exercised independent judgement in discharging his/her duties.
    

Thereafter, the NRC’s recommendation is presented to the Boards for their approval. IDs must recuse themselves from the NRC’s and the Boards’ deliberations on their own independence. The NRC also reviews the independence of an ID when there is a change in their circumstances and makes recommendations to the Boards. IDs are required to report to the Managers any changes which may affect their independence.

The outcome of the Boards’ assessment of the independence of the IDs as at the last day of FY 2024 is set out below.

In reviewing the IDs’ independence, the NRC considered the relevant relationships and circumstances of each ID, including those specified in the Listing Manual, the SFR and the Code. These include: (a) appointments in organisations which have a business relationship with the CLAS Group and/or the CLI Group, and (b) directorships in Temasek Holdings (Private) Limited (Temasek), the substantial Stapled Securityholder of CLAS through its indirect interest in CLI, and in organisations linked to Temasek. All IDs had recused themselves from the NRC’s and the Boards’ deliberations on their own independence.

Note:
3. As at 31 December 2024 and as at the date of this Report.
4. 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.

The Boards have considered the conduct of each of Mr Lui, Mr Sim, Mr Chia and Mr Loh and are of the view that the relationships above did not interfere with the exercise of independent judgement in the discharge of their duties and responsibilities as a Director. Ms Deborah Lee Siew Yin (Ms Lee) does not have any relationships and is not faced with any of the circumstances identified in the Code, SFR, BTR and Listing Manual, or other relationships which may affect her independent judgement. The Boards are of the view that these Directors have exercised independent judgment in the discharge of their duties and responsibilities. The Boards therefore determined that Mr Lui, Mr Sim, Mr Chia, Ms Lee and Mr Loh are independent Directors.

The Boards are of the view that as at the last day of FY 2024, each of Mr Lui, Mr Sim, Mr Chia, Ms Lee and Mr Loh was able to act in the Stapled Securityholders’ best interests in respect of the period in which they served as Directors in FY 2024.

In addition, under Regulation 13H(1) of the SFR, where a substantial shareholder of a manager of a real estate investment trust (REIT) is a corporation, a person would be considered to be connected to that substantial shareholder if he is, inter alia, a director of the substantial shareholder or a director of a related corporation or an associated company of the substantial shareholder. Such person will prima facie not be deemed to be independent unless the directors nevertheless regard him to be independent.

The Trustee-Manager is a related corporation of the REIT Manager as both the Trustee-Manager and the REIT Manager are directly held by CLI Group and as CapitaLand Ascott BT and CapitaLand Ascott REIT are stapled, the directors of the Managers are identical to avoid any differences or deadlock in the operation of the Stapled Group. As a result, all independent directors of the REIT Manager, namely Mr Lui, Mr Sim, Mr Chia, Ms Lee and Mr Loh will prima facie be deemed to be connected to a substantial shareholder of the REIT Manager and hence not independent pursuant to Regulation 13H of the SFR.

Against the foregoing, the board of directors of the REIT Manager (REIT Manager Board) has reviewed and assessed the independence of each of the IDs of the REIT Manager in relation to Regulation 13H of the SFR and has pursuant to Regulation 13D(8) of the SFR, resolved that notwithstanding that each of the IDs is a director of both the REIT Manager and the Trustee-Manager, the REIT Manager Board is satisfied that the IDs’ independent judgement and ability to act with regard to the interests of all the Stapled Securityholders of CLAS as a whole will not be impaired, on the basis that:

1. for so long as CapitaLand Ascott BT is stapled to CapitaLand Ascott REIT, there will be no real prejudice to the interests of the holders of CapitaLand Ascott REIT Units for the Trustee-Manager and the REIT Manager to have the same board of directors as CapitaLand Ascott REIT Units and the CapitaLand Ascott BT Units will be stapled together and held by the same investors. The stapling together of CapitaLand Ascott REIT Units and CapitaLand Ascott BT Units means that the holders of CapitaLand Ascott REIT Units are at the same time the investors of the Stapled Securities, who stand to benefit as a whole; and
    
2. since the CapitaLand Ascott BT Units and CapitaLand Ascott REIT Units are held by the same pool of investors in the same proportion, concerns and potential abuses applicable to interested party transactions will be absent in transactions between CapitaLand Ascott REIT and CapitaLand Ascott BT.
    

The remaining non-executive Directors, namely Ms Beh Siew Kim and Mr Yeo Chin Fu Ervin, are employees of CLI Group and are not considered to be independent.

Board Diversity

The Boards embrace diversity and have a Board Diversity Policy which provides for the Boards to comprise talented and dedicated Directors with a diverse mix of expertise, experience, perspectives, skills and backgrounds, with due consideration to diversity factors, including diversity in age and gender.

The Boards value the benefits that diversity can bring to the Boards in their deliberations by enhancing decisionmaking capacity, avoiding groupthink and fostering constructive debate, which contributes to the effective governance of CLAS’ business and long-term sustainable growth.

CLAS’ Board diversity targets, plans and timelines for achieving those targets are described on the next page.

Gender diversity is also considered an important aspect of diversity. The current Boards have three female members, one of whom is also the CEO, and the female representation on the Boards is 37.5%. It is noted that the Council for Board Diversity has a target of women making up 25% of the boards of SGX-ST listed companies by 2025.

The NRC has reviewed the size and composition of the Boards and their committees and is of the opinion that the current size is appropriate with an appropriate balance and diversity of skills, knowledge, talents, experience and backgrounds, taking into account the objectives of the Board Diversity Policy and CLAS’ business needs and plans, for effective decision-making and constructive debate.

For further information on the Boards’ work in this regard, please refer to “Board Membership” under Principle 4 in this Report.

Principle 3: Chairman and Chief Executive Officer

The roles of the Chairman and the CEO are held by separate individuals to ensure a clear division of responsibilities between the leadership of the Boards and Management, such that no individual has unfettered powers of decision-making. The Chairman does not share any family ties with the CEO.

The Chairman leads the Boards and plays a pivotal role in promoting open and constructive engagement among the Directors as well as between the Boards and Management at meetings.

The Chairman also presides at general meetings of Stapled Securityholders where he fosters constructive dialogue between the Stapled Securityholders, the Boards and Management.

The Chairman provides oversight to the CEO, who has full executive responsibilities to manage the Stapled Group’s business and to develop and implement policies approved by the Boards.

The separation of the responsibilities of the Chairman and CEO and the resulting clarity of roles facilitate robust deliberations on CLAS’ business activities and ensure an appropriate balance of power, increased accountability and greater capacity of the Boards for independent decision-making.

As the roles of the Chairman and the CEO are held by separate individuals who are unrelated, and the Chairman is an ID, no lead ID has been appointed. Moreover, the Boards have a strong independent element as five out of eight directors (including the Chairman) are nonexecutive IDs.

Principle 4: Board Membership

The Boards have a formal and transparent process for the appointment and re-appointment of Directors, taking into account the need for progressive renewal of the Boards. The NRC makes recommendations to the Boards on all appointments to the Boards and Board Committees. All Board appointments are made based on merit and subject to the Boards’ approval.

As at the date of this Report, the NRC comprises three non-executive Directors, all of whom (including the chairman of the NRC) are IDs. The three members on the NRC are Mr Lui Chong Chee (NRC Chairman), Mr Chia Kim Huat⁵ and Ms Deborah Lee Siew Yin.

The NRC met twice in FY 2024.

Under its terms of reference, the NRC’s scope of duties and responsibilities includes the following:

1. review and make recommendations to the Boards on the Board size and composition, succession plans for Directors and composition of the Board Committees;
   
    
2. review and recommend an objective process and criteria for evaluation of performance of the Boards, Board Committees and Directors;
   
    
3. consider annually and when required, if a Director is independent; and
   
    
4. consider and make recommendations to the Boards on the appointment and re-appointment of Directors (including alternate directors, if any)⁶.
   
    

Guided by its terms of reference, the NRC oversees the development and succession planning for the CEO. This includes overseeing the process for selection of the CEO and conducting an annual review of career development and succession matters for the CEO⁷

Note:
5. Mr Goh Soon Keat Kevin resigned as a Director and relinquished his role, and Mr Chia Kim Huat was appointed as NRC member, with effect from 1 January 2025.
6. For the avoidance of doubt, there are no alternate directors appointed for FY 2024.
7. While this is a partial deviation from Provision 4.1(a) which requires the NRC to make recommendations to the Boards on relevant matters relating to the review of succession plans, in particular the appointment and/or replacement of KMP, the Boards are of the view that such matters could be considered either by the NRC or by the Boards as a whole given that the NRC and/or the Boards as a whole are kept abreast of relevant matters relating to the review of succession plans relating to KMP, in particular the appointment and/or replacement of KMP. This is accordingly consistent with the intent of Principle 4 of the Code.

Board Composition and Renewal

The NRC considers different time horizons for purposes of succession planning. The NRC evaluates the Boards’ competencies on a long-term basis and identifies competencies which may be further strengthened in the long term to achieve CLAS’ strategy and objectives. As part of medium-term planning, the NRC seeks to refresh the membership of the Boards progressively and in an orderly manner, whilst ensuring continuity and sustainability of corporate performance. The NRC also considers contingency planning to prepare for sudden 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.

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

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.

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 reported to the NRC, and thereafter the Boards. The findings are considered by the Boards and follow up action is taken where necessary. No external facilitators were appointed to assist in the evaluation process of the Boards and Board Committees for FY 2024.

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. The Boards also consider whether the creation of value for Stapled Securityholders has been taken into account in the decision-making process. For FY 2024, the outcome of the evaluation was satisfactory and the Boards as a whole, and each of the Board Committees, received affirmative ratings across all the evaluation categories.

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 2024, the outcome of the evaluation was satisfactory and each Director received affirmative ratings across all the evaluation categories.

The Boards believe that performance evaluation should be an ongoing process and seek feedback on a regular basis. The regular interactions between the Directors, and between the Directors and Management, also contribute to this ongoing process. Through such engagement, the Boards benefit from an understanding of shared norms between Directors which contributes to a positive Board culture.