Overview Leadership Portfolio & Performance Sustainability & Governance Financial Statements and Other Information The Boards, with the recommendation of the NRC, assess and determine annually (and as and when circumstances require) the independence of each Director in accordance with the requirements of the Listing Manual and the guidance in the Code, the Securities and Futures (Licensing and Conduct of Business) Regulations (SFR), the BTR and where relevant, the recommendations set out in the Practice Guidance accompanying the Code (Practice Guidance). A Director is considered independent if he or she is independent in conduct, character and judgement and: (a) has no relationship with the Managers, their related corporations, their substantial shareholders, CLAS’ substantial Stapled Securityholders (being Stapled Securityholders who have interests in voting Stapled Securities with 5% or more of the total votes attached to all voting Stapled Securities) or the Managers’ officers that could interfere, or be reasonably perceived to interfere with the exercise of his or her independent business judgement in the best interests of CLAS; (b) is independent from the management of the Managers and CLAS, from any business relationship with the Managers and CLAS, and from every substantial shareholder of the Managers and every substantial Stapled Securityholder of CLAS; (c) is not a substantial shareholder of the Managers or a substantial Stapled Securityholder of CLAS; (d) is not employed and has not been employed by the Managers or CLAS or their related corporations in the current or any of the past three financial years; (e) does not have an immediate family member who is employed or has been employed by the Managers or CLAS or their related corporations in the current or any of the past three financial years and whose remuneration is or was determined by the Boards; and (f) has not served on the Boards for a continuous period of nine years or longer. There is a rigorous process to evaluate the independence of each ID. As part of the process: (a) each ID provides information of his or her business interests and confirms, annually, that there are no relationships which interfere with the exercise of his or her independent business judgement with a view to the best interests of the Stapled Securityholders as a whole, and such information is then reviewed by the Boards; and (b) the Boards also reflect on the respective IDs’ conduct and contributions at Board and Board Committee meetings, in particular, whether the relevant ID has exercised independent judgement in discharging his or her duties and responsibilities. Each ID is required to recuse himself or herself from the Boards’ deliberations on his or her independence. In appropriate cases, the NRC also reviews the independence of an ID as and when there is a change of circumstances involving the ID, and makes its recommendations to the Boards for its consideration and determination. In this regard, an ID is required to report to the Managers when there is any change of circumstances which may affect his or her independence. Thereafter, the NRC’s recommendation is presented to the Boards for approval. The Boards have carried out the assessment of the independence of the IDs for FY 2023 and the paragraphs below set out the outcome of the assessment. Each of the IDs had recused himself or herself from the deliberations of the Boards and NRC on his or her independence. ANNUAL REPORT 2023 101
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