SWIRE PROPERTIES ANNUAL REPORT 2023 The Board of Directors Chairman and Chief Executive Role of the Board The CG Code requires that the roles of Chairman and Chief The Company is governed by a Board of Directors, which Executive be separate and not performed by the same has responsibility for strategic leadership and control of the individual to ensure there is a clear division of Group designed to maximise shareholder value, while responsibilities between the running of the Board and the taking due account of the interests of those with whom the executives who run the business. Group does business and others. Guy Bradley, the Chairman, is responsible for: Responsibility for achieving the Company’s objectives and • leadership of the Board running the business on a day-to-day basis is delegated to • setting its agenda and taking into account any matters management. The Board exercises a number of reserved proposed by other Directors for inclusion in the agenda powers which include: • facilitating effective contributions from and dialogue • maintaining and promoting the culture of the Company with all Directors and constructive relations between • formulation of long-term strategy them • approving public announcements, including financial • ensuring that all Directors are properly briefed on issues statements arising at Board meetings and that they receive • committing to major acquisitions, divestments and accurate, timely and clear information capital projects • obtaining consensus amongst the Directors • authorising significant changes to the capital structure • ensuring, through the Board, that good corporate and material borrowings governance practices and procedures are followed • any issue, or buy-back, of equity securities under the Tim Blackburn, the Chief Executive, is responsible for relevant general mandates implementing the policies and strategies set by the Board • approving treasury policy in order to ensure the successful day-to-day management • setting dividend policy of the Group’s business. • approving appointments to the Board Throughout the year, there was a clear division of • ensuring that appropriate management development responsibilities between the Chairman and the and succession plans are in place Chief Executive. • setting the Group remuneration policy • approving annual budgets and forecasts Board Composition • reviewing operational and financial performance The Board is structured with a view to ensuring it is • reviewing the effectiveness of the Group’s risk of a high calibre and has a balance of skills, experience management and internal control systems and diversity of perspectives appropriate to the • ensuring the adequacy of the resources, staff Company’s business so that it works effectively as a qualifications and experience, training programmes and team, and that individuals or groups do not dominate budget of the Company’s accounting, internal audit, any decision-making. financial reporting and environmental, social and governance (“ESG”) functions The Board comprises the Chairman, three other Executive • overseeing sustainable development matters Directors and ten Non-Executive Directors. Their To assist it in fulfilling its duties, the Board has three biographical details are set out in the section of this annual primary committees, the Audit Committee (see pages 105 report headed Directors and Officers and are posted on the to 106), the Nomination Committee (see pages 102 to 103) Company’s website. and the Remuneration Committee (see page 103). 93