CORPORATE GOVERNANCE SECTION 4 89 Al-`Aqar Healthcare REIT | Annual Report 2024 Separation of Duties between the Chairman and the Chief Executive Officer (CEO) The primary responsibility of the Chair is to lead and guide the Board so that it can discharge its duties effectively. The Chair is responsible for promoting best practice in corporate governance and for overseeing the development, adoption, delivery and communication of an effective corporate governance model for the Company. The Board collectively develops and determines the Group’s purpose, strategy and overall commercial objectives. The Board ensures that the Group adopts policies and procedures that it considers appropriate having regard to its size and activities. The CEO holds the principal responsibilities of reporting, clarifying, communicating, implementing and recommending key strategic and operational matters and proposals to the Board for approval as well as implementation policies and strategies and managing the business at an operational level, aimed at promoting a long-term value for the unitholders and stakeholders alike. The respective roles of the Chairman and CEO are clearly defined and documented in the Board Charter to promote accountability and facilitate division of responsibilities between them and to further ensure a balance of power and authority, with no one individual having unfettered powers of decision. Company Secretaries The Company Secretaries, advise the Board and report directly to the Chair on corporate governance matters, support the Chair in the effective functioning of the Board and its Committees and facilitate the receipt by the Board of high-quality information in a timely manner. They also advise the Board on compliance and governance matters, helping to make sure that Board procedures and applicable rules and regulations are observed. Annual evaluation of the Group Secretaries based on the above roles will be carried out by the Board. The Board Committees The Committees for Audit and Risk, Remuneration and Nominations, Investment and Sustainability initiatives were established with delegated and clearly defined powers. The terms of reference for the Committees are reviewed annually, when appropriate. Each Committee’s terms of reference can be found on the website. Board Evaluation The Board conducts regular Board Effectiveness Evaluation (BEE) on individual Directors’s performance and the senior management team. This is to reinforce the Board’s commitment towards the highest level of performance by their directors when fulfilling their responsibilities to stakeholders, and the continuous strive for excellence in governance. The BEE Report was tabled at the BNRC meeting in January 2025. The summary of the report can be found on Board Nomination and Remuneration Committee section of the Annual Report. The Fit and Proper Assessment The Board, through the BNRC, assessed the fitness and propriety of the Directors, Company Secretaries, License Holders, Shariah Adviser, the CEO and the Senior Management team, in accordance with the Manager’s Fit and Proper Policy on Key Responsible Persons as well as Declaration by Independent Directors on an annual basis. Continuing Education and Development Directors play a critical role in guiding the strategy and operations of organisations, therefore, on-going education and development ensures that Directors are kept up-to-date on emerging trends, best practices, and regulatory requirements. Trainings and presentations attended and delivered by the Directors are specified in the Directors profiles on pages 71. Competencies and Skill Set Members of the Board and the Senior Management are expected to possess the relevant knowledge, skills, competencies, functional and management experience, characteristics and mind-set to contribute effectively to the Board, as specified in the Fit and Proper Policy of the Company. Guidelines for the skill set of the Directors is summarised as below: AREAS COMPETENCIES Knowledge and Understanding of the Business/ Industrial Strategies • Experience in planning and developing corporate strategies for growth, assessing business performance, investment and financial decisions • Operates or has relevant industry experience in operating businesses • Competent and skillfull in financial aspects of running a business including the ability to read, analyse and interpret financial statements Corporate Governance, Risk Management and Internal Controls • Working knowledge on duties and responsibilities of the Board, Board Committees and Directors • Hands-on experience in the fields of governance, risks and controls • Ability to understand, interpret and effectively apply legislative and regulatory changes • Knowledge on legal, regulatory and business requirements in other countries/ regions in which the company operates CORPORATE GOVERNANCE OVERVIEW STATEMENT
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