Board Leadership and Management (Cont’d) 7. To oversee the development and implementation of an investor relations and communications policy of the Company. 8. To review the adequacy and the integrity of our management information and internal controls systems, including systems for compliance with applicable laws, regulations, rules, directives, and guidelines. 9. Together with management takes responsibility to review the ESG strategies, management processes, initiatives, target and performance of the Funds with regards to ESG risks and opportunities. The Directors are also able to take independent professional advice in the furtherance of their duties as necessary. Number of Meetings and Board Attendance in 2023 During the year, there was 100% eligible attendance at all meetings at Board Committees of the Board and Committees. A total of 9 meeting were held in 2023, the attendance of each Director at Board Committees can be found at the Board Nomination and Remuneration Committee, Board Audit & Risk Committee, Board Investment Committee, and Board Sustainability Committee Reports on pages 113, 118, 125, and 128, respectively. Similarly, all highlights of matters reviewed, deliberated and approved by the Board Committees during FY 2023 can be found on the same sections mentioned above. Separation of Duties between the Chairman and the Chief Executive Officer 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 whilst ensuring adoption of 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 Secretary The Company Secretary, advises the Board and reports directly to the Chair on corporate governance matters, supports the Chair in the effective functioning of the Board and its Committees and facilitates the receipt by the Board of highquality information in a timely manner. She also advises 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. PRINCIPLE A: BOARD LEADERSHIP & EFFECTIVENESS (CONT’D) CORPORATE GOVERNANCE OVERVIEW STATEMENT 103 CORPORATE GOVERNANCE 1 2 3 5 6 AL-`AQAR HEALTHCARE REIT ANNUAL REPORT 2023
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