Gardens By the Bay 2019/2020

CORPORATE GOVERNANCE 90 Managing Conflict of Interest Members of the Board and staff are required in their respective capacities to act at all times in the best interest of the Company. All Board Directors are required to make declaration of conflict of interest to the Company at the start of the term of directorship, annually, or as soon as such conflict or the possibility of such conflict arises. Board Directors do not vote or participate in decision making on matters where they have a conflict of interest. All employees are required to declare conflict of interest at the point of hire and annually. The procurement policy requires mandatory declaration by employees involved in procurement of goods and services to avoid any conflict between their own interests and the interests of the Company in dealing with its suppliers, customers and other third parties. In addition, the Company’s Articles of Association contain provisions for the management and avoidance of conflicts of interest by Board Directors. Such provisions include (a) permitting a Board Director, or a firm associated with the Director, to act in any professional capacity (other than the office of Auditor) for the Company and to be remunerated for his professional services, (b) permitting a Board Director to be interested in any transaction with the Company provided that the Director has declared the nature of the interest to the Board and abstained from participating in the Board’s decision in respect of the transaction concerned, (c) permitting a Board Director to be reimbursed for all reasonable travelling expenses and such other reasonable expenses as may be incurred in attending and returning frommeetings of the Board or of any Committee or General Meeting or otherwise howsoever in or about the business of the Company in the course of performing his/her duties as a Board Director. The Company’s Articles also expressly stipulated that a Board Director may be paid remuneration for his services rendered in his/her capacity as a Board Director provided it is approved by the Company in the General Meeting. For the financial years up to now, no remuneration has been paid to any Board Director of the Company in his/her capacity as a member of the Board. Reserves Management Gardens by the Bay has a reserves policy to ensure adequate resources for long-term financial stability and future plans. It has set a minimum reserves as a safety net for operations and contingencies. Reserves can be used to fund operating purposes in response to unforeseen emergencies and/or temporary changes in the operating environment; cyclical improvement works and infrastructure that augment the Gardens as a premier leisure attraction, projects that further the Gardens’ organisational and business goals and for capacity building. Governance procedures are in place to ensure that the Board has to approve the use of reserves. Reserves are invested in Singapore dollar fixed deposits with banks approved by the Board. Fund-Raising Practices The Company does not actively solicit funds from the general public. It works with corporate and individual sponsors on donations for infrastructure improvements, garden aesthetics and outreach programmes. All donations and sponsorships are channelled through our Partnerships Unit, where the collected donations are properly recorded and promptly deposited. The Board reviews the Company’s sponsorship activities at its meetings. CORPORATE GOVERNANCE