93 SWIRE PROPERTIES ANNUAL REPORT 2024 The Board of Directors Role of the Board The Company is governed by a Board of Directors, which has responsibility for strategic leadership and control of the Group designed to maximise shareholder value, while taking due account of the interests of those with whom the Group does business and others. Responsibility for achieving the Company’s objectives and running the business on a day-to-day basis is delegated to management. The Board exercises a number of reserved powers which include: • maintaining and promoting the culture of the Company • formulation of long-term strategy • approving public announcements, including financial statements • committing to major acquisitions, divestments and capital projects • authorising significant changes to the capital structure and material borrowings • any issue, or buy-back, of equity securities under the relevant general mandates • approving treasury policy • setting dividend policy • approving appointments to the Board • ensuring that appropriate management development and succession plans are in place • setting the Group remuneration policy • approving annual budgets and forecasts • reviewing operational and financial performance • reviewing the effectiveness of the Group’s risk management and internal control systems • ensuring the adequacy of the resources, staff qualifications and experience, training programmes and budget of the Company’s accounting, internal audit, financial reporting and environmental, social and governance (“ESG”) functions • overseeing sustainable development matters To assist it in fulfilling its duties, the Board has three primary committees, the Audit Committee (see pages 105 to 106), the Nomination Committee (see pages 102 to 103) and the Remuneration Committee (see page 103). Chairman and Chief Executive The CG Code requires that the roles of Chairman and Chief Executive be separate and not performed by the same individual to ensure there is a clear division of responsibilities between the running of the Board and the executives who run the business. Guy Bradley, the Chairman, is responsible for: • leadership of the Board • setting its agenda and taking into account any matters proposed by other Directors for inclusion in the agenda • facilitating effective contributions from and dialogue with all Directors and constructive relations between them • ensuring that all Directors are properly briefed on issues arising at Board meetings and that they receive accurate, timely and clear information • obtaining consensus amongst the Directors • ensuring, through the Board, that good corporate governance practices and procedures are followed Tim Blackburn, the Chief Executive, is responsible for implementing the policies and strategies set by the Board in order to ensure the successful day-to-day management of the Group’s business. Throughout the year, there was a clear division of responsibilities between the Chairman and the Chief Executive. Board Composition The Board is structured with a view to ensuring it is of a high calibre and has a balance of skills, experience and diversity of perspectives appropriate to the Company’s business so that it works effectively as a team, and that individuals or groups do not dominate any decision-making. The Board comprises the Chairman, three other Executive Directors and ten Non-Executive Directors. Their biographical details are set out in the section of this annual report headed Directors and Officers and are posted on the Company’s website.