On 29 April 2026, I attended the AGM of City Developments Limited (CDL) for FY ended 31 December 2025, and also the EGM that followed. I was a proxy for Corporate Monitor Limited (CML), for which I am a founding member and director. I was what you may call an undirected proxy. CML did not direct me as to what questions I should ask or how I should vote. This post therefore contains my personal views and reflections.
Before I attend AGMs, it is common practice for me to prepare a set of questions. Given my background and interest, those questions usually focus on corporate governance-related issues. It is not because I do not think other issues are unimportant, but I know that there are usually shareholders who will ask questions relating to those other issues, such as the past year’s performance. I also believe that corporate governance issues which are unnoticed by other shareholders may eventually adversely affect a company.
I now share the questions I prepared for the CDL AGM. I did not read from these questions but managed to ask most of them during the AGM. I am very mindful of the rights of other shareholders to ask questions so I will usually ask some questions first, and defer the rest and only ask them if there is still time after other shareholders have asked their questions. This was what I did at CDL’s AGM.
As it was the first time I had attended CDL’s AGM, I did not know how the board will take questions – whether they will be all at once, or before each resolution. I will generally organise my questions in accordance with the resolutions – when I think it is appropriate to ask particular questions. In CDL’s case, the board took questions all at once. I do not have an issue with that.
Here are the questions I prepared and my thoughts about the board’s response to my questions.
QUESTIONS FOR CDL AGM/EGM ON 29 APRIL 2026
Resolution 1: (adoption of financial statements)
On the strategic review
At CDL’s earnings briefing on 27 February, the GCEO said that the company had engaged a global advisory firm around September last year to conduct a review of its strategy and operations. The outcome of the review is expected by June this year.
I do not believe that the company has made an announcement of this strategic review.
Can the board disclose:
- The identity of the global advisory firm that has been appointed?
- Was there an RFP for the appointment of this firm and how many firms were shortlisted?
- In 2025, CDL secured around S$2 billion in contracted divestments and around S$1.7 billion of acquisitions, as part of its plans to recycle capital and monetise assets. Can the board explain whether these divestments and acquisitions are part of the recommendations of the advisory firm and how do they fit with the ongoing strategic review?
- What additional value add does the board think the global advisory firm can bring to the table since the board and management have, in the words of the GCEO, already taken decisive steps to unlock value from mature and non-core assets while selectively redeploying capital to drive growth?
Board’s Response:
The Group CEO (GCEO) responded to my questions. The firm appointed was Teneo. There was no RFP.
I believe if you had asked most people who are familiar with strategic reviews which “global advisory firm” would be appointed, Teneo will not be on their list. To be honest, until recently, I had not heard of them.
This may be a coincidence, but a news report on last year’s AGM cited a CDL shareholder telling the GCEO that the company should maybe spend a couple of million dollars on getting a consultant to help with their reset. That shareholder is listed as a senior advisor of Teneo on their website.
The GCEO’s explanation was that there were issues that the company had to deal with last year and it was important for them to do an investor sentiments-type study.
That surprised me because an investor sentiments or perceptions study is not the same as a review of strategy and operations. Even if Teneo is qualified to do the former, are they the best choice for the latter? There does not seem to be a strong case for appointing Teneo without an RFP because it is not evident that they have unique expertise for what CDL was looking to do – be it investor sentiments study or strategic review. One would usually not use an RFP only if a service provider has expertise which is really niche.
The GCEO said that the divestments and acquisitions were not related to the ongoing review. I hope the review does not result in contrary recommendations but then – pardon my skepticism – strategic reviews often tell the board and management what they have already decided. Would Teneo really know more about the business and what the company should do than the board and management?
With the company having already taken “decisive steps to unlock value from mature and non-core assets while selectively redeploying capital to drive growth”, I am not expecting any mind-blowing recommendations from Teneo’s review when it is concluded by June.
On the LTIs for the GCEO
In FY2022, FY2023 and again in FY2025, the GCEO was awarded cash-settled LTIs that will vest based on KPIs measured over three years. I congratulate the company for being more transparent this year in disclosing the specific KPIs for the vesting of the LTIs and hope the company will provide even greater transparency in future.
Under the LTIs, vesting can be from 0% to 200%. Assuming that the three-year performance period starts from the year following the grant, the FY2022 LTIs would have vested but the FY2023 LTIs would not have.
- Can the board confirm if this is correct?
- Can the board disclose the actual % of vesting for the FY2022 LTIs or any other LTIs that have vested for the GCEO?
- I believe that the GCEO will still be granted such cash-settled LTIs even after the adoption of the PSP, which is the subject of the EGM that follows. Can the company commit to disclosing the actual vesting of these LTIs so that there is the same level of transparency as the PSP, for which I believe the company has committed that such disclosures will be made?
Board’s Response:
The NRC chair confirmed that both the FY2022 and FY2023 LTIs have vested. This tells us that the performance period for vesting starts from the beginning of the year of grants – which is not uncommon – otherwise, the FY2023 LTIs would not have vested yet.
However, the NRC chair said that the company had looked at market practice here, and it is rare for the actual vesting percentage to be disclosed. She asked the remuneration consultant from AON who was present at the AGM to confirm, and the AON consultant said that they made their recommendations based on market practice. I hate it when consultants cite market practice – especially as they mean market practice here, which is of a very low standard. I said that CDL is a global company which has global investors and many of these investors would be investing in markets where such disclosures are common.
I recall the NRC chair said that it could be competitively disadvantageous or affect CDL’s ability to attract talent to disclose the percentage vesting. I don’t see how disclosing percentage vesting could be competitively disadvantageous. As for attracting (or retaining talent), I don’t think CDL is currently thinking of attracting a new GCEO or will have any trouble retaining the GCEO.
To be fair, the NRC chair said she understands where I am coming from and will consider my point of view going forward.
Resolution 4: (directors’ re-election)
Directors’ skills
Based on the comparisons of the directors’ skills matrices included by the company in its corporate governance report between FY2023 and FY2025, it appears that there has been a decline in skills of the board in a number of areas, even though the board has 10 directors in FY2023 and now, and appointed 2 new IDs last year. For example, directors with real estate & hospitality-related skills have fallen from 8 to 4, hotel management and asset management from 7 to 4, fund management from 8 to 6, risk management from 10 to 7, and audit/finance/accounting from 7 to 5.
- Can the NRC chair explain these changes?
- Also, can I know who are the 4 directors with legal experience on the board, based on the directors’ skills matrix?
Board’s Response:
The GCEO explained that he is one of the four marked as having legal skills because he has a lot of experience reviewing documents, such as contracts etc. Does this mean if someone is served a lot of letters of demand or have been sued a lot, that person can qualify as having legal skills? In any case, I am still figuring out who is the fourth director with legal skills – after counting the Executive Chairman, who has a law degree, the NRC chair, who is a lawyer, and the GCEO. Would the fourth director with legal skills please tell us who you are?
This suggests to me that CDL’s assessment of directors’ skills is not robust and probably explains the inconsistency in the directors’ skills matrix over the years. CDL should review its board skills assessment process.
Appointment of WAA to SWI Capital Holdings (SWICH) board
This question does not relate to any of the directors up for re-election but I believe is nevertheless relevant since it involves the NRC chair, who plays an important role in assessing directors for appointment and re-appointment. Therefore, I hope the Chairman will allow this.
On page 28 of the annual report, it was disclosed that Mrs Wong Ai Ai is a director of SWICH. According to SWICH’s prospectus for its listing on Euronext Amsterdam, its business spans across Europe and Asia Pacific and it is active in the development, acquisition, and management of data centres, real estate, financial institutions, and alternative investments. Its business segments include, among others:
i) data centres;
ii) the unlisted real estate segment, which comprises direct investments in prime properties and development projects in key locations such as London, Geneva and the Swiss Alps, including residential, commercial, logistics and hospitality assets, as well as control of Stoneweg, an international real estate manager; and
iii) the listed real estate segment, which includes the group’s interests in publicly listed real estate vehicles such as Stoneweg Europe Stapled Trust listed on SGX.
- Under CDL’s policy, a director is required to consult the Board Chairman and the NRC Chairman prior to accepting any new listed company board appointment or principal commitment. Can the NRC explain whether Mrs Wong consulted the Board Chairman before they she accepted the directorship at SWICH?
- Can the NRC explain its process for assessing possible conflict of interests involving directors in such situations, bearing in mind that CDL’s Code of Business Conduct and Ethics, which applies to directors, states the directors “should avoid engaging in any conduct that poses an actual or apparent conflict of interest with the Company’s business?” (clause 3.1)
- Is the NRC satisfied that there is no actual or apparent conflict of interest and can it explain how it arrived at this assessment?
- Given that CDL is currently undergoing a strategic review, is the director conflicted in participating in this strategic review since it may lead to further potential conflicts with SWICH’s business, and could the results of the review increase the potential conflicts?
Board’s Response:
I did not get clear answers to these questions. As Mrs Wong is the NRC Chair, she passed to Mr Philip Lee, the lead ID and ARC Chair, to answer. Based on my recollection, Mr Lee basically said it is not uncommon for directors to be appointed to multiple boards and there may be conflicts from time to time.
However, conflicts from time to time can be addressed through disclosure, abstention from voting and recusal. If conflicts are pervasive, then it is impractical and may seriously affect a director’s ability to discharge their fiduciary duties, and compromise their independence. One would never suggest that it is acceptable to be sitting on Singtel’s and Starhub’s boards at the same time.
I wished the board had more clearly explained why SWICH and CDL are not deemed to be competitors and, therefore, Mrs Wong’s dual roles are acceptable.
At this point, a proxy for a shareholder who identified himself as a lawyer and also as Head of Legal and Honorary Secretary of SIAS stood up to respond to these questions I had raised. His position was that the Companies Act has strong safeguards for addressing conflicts, such as section 156 on declaration of interests. He said that as Mrs Wong is an experienced lawyer, she must have been aware of these and complied. He also sang praises of the Chairman and the Board. It was not clear to me whether he meant that as a proxy or as a representative of SIAS (if the latter, it is in my view ill-advised since the GCEO is a patron of SIAS).
But what he said totally missed the point in my view. Conflicts of interest and threats to independence should not be viewed only through legal lens. Further, the company’s policies impose a higher bar and my questions were also about compliance with those policies.
To be fair to Mrs Wong, she acknowledged the distinction between form and substance.
Resolution 5: (re-appointment of KMPG as external auditors)
- Can the company disclose when KPMG was first appointed as auditors for the company?
- Has the ARC considered whether to re-tender the audit given the long tenure of KPMG, as this is an emerging good practice in several developed markets?
Board’s Response:
The ARC chair, Mr Lee, took probably about 10 minutes to respond to my questions but did not answer my first question. He was an ex-KMPG audit partner although to be fair, he retired a long time ago and is well past the cooling off period. I doubt anyone in the room knows when KPMG was first appointed. I suspect Mr Lee, the KPMG audit partners and me were probably in our baby diapers or maybe some not born yet when KPMG was first appointed.
Is it healthy for an audit firm to be retained for that long without any re-tendering? We should make it mandatory for listed companies to disclose when the external audit firm was first appointed.
Resolution for Proposed Adoption of PSP (EGM)
In response to questions from shareholders (sent before the EGM), the company referred to page 46 of the company’s annual report on specific KPIs for the vesting of the PSP. It said that a significant part of the incentive will be tied to financial outcomes split between shareholder return to reflect investor outcomes and the company’s financial performance (including EPS and return on average capital employed). A relatively smaller weight will be assigned to the targets relating to the reduction in greenhouse gas emissions.
My understanding is that the PSP will not apply to the controlling shareholders and their associates, so would not apply to the GCEO and Group COO (GCOO). It would apply primarily to the Group General Manager, CFO, and Heads of Department. But NEDs can be paid up to 30% of their fees in the form of shares under this plan.
- Does the NRC plan to use the same KPIs as mentioned on page 46 of the annual report for all participants, and similar weightings as disclosed in its answer to shareholders, given their different roles and responsibilities? For example, for the CSO who is one of the senior management who will presumably participate in the PSP, would her KPIs also be based mostly on investor outcomes and the company’s financial performance, rather than the company’s ESG performance? How about the CFO?
- The INEDs may also receive shares as part of their remuneration in lieu of cash but the company said they would not be made to the extent that their independence may be compromised. Who is going to determine this, given the INEDs themselves are going to be receiving such shares?
- The current intention is that approximately 30% of an NED remuneration (or any other percentages that the committee administering the PSP determines) for a particular year will be paid out in shares. Does the NRC have a view as to the maximum cumulative % that INEDs can hold in shares at any one time, bearing in mind that too much shares could compromise their independence?
Note: I did not ask the last two questions here because the Group COO (GCOO), who took the EGM through this item, said that there are currently no plans to have the NEDs participate in the PSP. If this changes, the company would go to shareholders again for approval. If so, my questions would be relevant.
Board’s Response:
The GCOO’s response was that the same KPIs and weightings will be used as they work as a team and they all have these corporate goals (or words to this effect). It is likely that the company would have an individual scorecard for each member of management, which would reflect their individual objectives and key results areas, and it is possible that this is then applied as a “modifier” to the “corporate scorecard”. If this is what the company will do, then I have no issue with it. However, it was not clear to me that the company had fully thought through this.
Anyway, the NRC Chair said that they will take on board my comments.
My Overall Impressions:
The AGM/EGM was well conducted. Shareholders and the Board were respectful to each other. Questions were generally good. There was plenty of food left for the buffet after the meeting. I don’t think any shareholder brought containers to bring food home.
I appreciate that the Board took my questions in the right spirit.
CDL needs a bigger venue as it was jam packed and they had to bring in extra chairs.
I was surprised to learn from one media source that CDL had always allowed media representatives to be present for their AGM – until this year. Why the change in policy?
It was commendable that the company conducted its AGM/EGM using hybrid mode but it should allow shareholders to see the questions that were posted by those who participated virtually. It was not the full hybrid experience even though live voting in person and online was provided for – as those online were not allowed to speak and their questions could not be seen by other shareholders.
I still have significant corporate governance concerns about the company, including those related to the questions I raised. We must also not forget that the current board of 10 have 7 who were among the “majority directors” (including the GCEO) and 3 who are among the “minority directors”. Those aligned to the GCEO control the board and this will continue to pose corporate governance risks for CDL.
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This post contains my personal views and not the views of any organisation I am associated with.
