121 CORPORATE GOVERNANCE OVERVIEW STATEMENT CORPORATE GOVERNANCE PRINCIPLE A: BOARD LEADERSHIP & EFFECTIVENESS Board Leadership and Management The Board is led by an Independent Non-Executive Director and comprised of four other Independent Non-Executive Directors and four Non- Independent Non-Executive Directors. The Directors have a balance and depth of skills, experience, independence and knowledge of the Real Estate/ Property industry and the REIT business model, which enables them to discharge their respective duties and responsibilities effectively. Each Director and Senior Management were assessed for compliance with the Policy on Fit & Proper Criteria, their performance, and effectiveness. Should any of them are found no longer fit and proper or is underperforming, the BNRC will take corrective measures to manage such event accordingly. The board is collectively responsible for the long-term success of a company and the delivery of sustainable value to its stakeholders. In discharging its fiduciary duties and leadership functions, it is imperative for the board to govern and set the strategic direction of the company while exercising oversight on management. It also plays a critical role in setting the appropriate tone at the top, providing thought leadership and championing good governance and ethical practices throughout the company. The Board is also responsible for the governance and management of the company. To ensure the effective discharge of its functions, the Board undertakes the following responsibilities: 1. To review, challenge and approve the annual corporate plan, which includes the overall corporate strategy, marketing plan, human resources plan, information technology plan, financial plan, budget, regulations plan and risk management. 2. To oversee the conduct of the businesses and to determine whether the businesses are being properly managed. 3. To review and identify new areas of improvements that promote high standards of corporate governance and compliance culture within the Company. 4. To identify principal risks and ensuring the implementation of appropriate internal controls and mitigation risks to effectively monitor and manage these risks. 5. To review and realign key policies adopted in keeping abreast of new opportunities and potential challenges affecting the sustainability of the Company. 6. To implement succession planning of the Chairmanship of the Board and key management positions that involve appointing, training, fixing the remuneration of, and where appropriate. 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, a total of 9 Board of Directors meetings were with 100% eligible attendance. The number of meetings held during the year, and the attendance of each Director can be found on pages 104-110 (Director's Profile) as well as at the Board Audit and Risk Committee, Board Investment Committee, Board Nomination and Remuneration Committee and Board Sustainability Committee Reports on pages 133,140,143 and 147, respectively. Similarly all highlights of matters reviewed, deliberated and approved by the Board Committees during FY2023 can be found on the same sections mentioned above.
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