Diversity will be considered in determining the optimum composition of the Board as a whole. The Board believes that board diversity is more than just about gender diversity and embraces other factors such as a need for individuals from all backgrounds, skill-sets, life experiences, abilities and beliefs for better Board performance. Notwithstanding, the NRC will strive to ensure that (a) any brief to external search consultants to identify candidates for appointment to the Board will include a requirement to present female candidates; and (b) female candidates are included for the NRC’s consideration whenever it seeks to identify a new Director for appointment to the Board. The current Board comprises individuals who are business leaders and professionals with financial, banking, real estate, strategic planning, investment, entrepreneurial and management experience. The diversity of the composition of the Board enables Management to benefit from their diverse expertise, competencies and experience. Such diversity enables the Board to consider issues more holistically. Each Director brings to the Board skills, experience, insights and sound judgement which, together with his strategic networking relationships, serve to further the interests of ECW. Profiles of the Directors are provided on pages 32 to 35 of this Annual Report. As at FY2024, the Board has achieved its diversity in terms of skills and expertise. Currently, there is no alternate Director appointed. The IDs contribute to the Board process by monitoring and reviewing Management’s performance against goals and objectives. Their view and opinions provide alternative perspectives to ECW’s business and enable the Board to make informed and balanced decisions. IDs also enable the Board to interact and work with Management to help shape the strategic process. When reviewing Management proposals or decisions, the IDs bring their objective judgement to bear on business activities and transactions involving conflicts of interest and other complexities. Meeting of Independent Directors without Management (Provisions 2.5) The IDs, led by the Lead ID regularly meet and communicate (without the presence of Management) both formally and informally, on diverse issues including business activities and transactions involving conflicts of interest and other complexities. The Lead ID provides feedback and recommendation to the Board as appropriate. Chairman and Chief Executive Officer Principle 3: Clear division of responsibilities between the Chairman of the Board and Chief Executive Officer (“CEO”) of the Manager Separation of and Roles of the Chairman and Chief Executive Officer (“CEO”) (Provisions 3.1 and 3.2) To maintain an appropriate balance of power, increased accountability and greater capacity of the Board for independent decision making, the roles and responsibilities of the Chairman and the CEO are held by separate individuals. As at the date of this report, the Acting Chairman of the Board (the “Chairman”), Mr Chan Heng Wing, is responsible for leadership of the Board and for creating the conditions for overall effectiveness of the Board, Board Committees and individual Directors. This includes setting the agenda of the Board in consultation with the CEO and promoting constructive engagement among the Directors as well as between the Board and the CEO on strategic issues. The CEO has full executive responsibilities over the business directions and operational decisions of ECW and is responsible for implementing ECW’s strategies and policies and conducting ECW’s business. The Chairman and the CEO are not immediate family members. The separation of the roles of the Chairman and the CEO and the clarity of roles provide a healthy professional relationship between the Board and Management, and facilitate robust deliberations on the business activities of ECW and the exchange of ideas and views to help shape the strategic process. EC WORLD REIT 46 CORPORATE GOVERNANCE
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