CORPORATE GOVERNANCE Mr Tan Beng Hai, Bob Mr Tan is a non-executive director (NED) of Singapore Post Limited (SingPost), an associated company of Temasek Holdings (Private) Limited (Temasek), which provides postal services to CLI and its subsidiaries (CLI Group). In addition, SingPost engages CLI Group to manage SingPost Centre. The decision to procure or provide the services was made by the management of CLI in the ordinary course of business, on arm’s length basis and based on normal commercial terms and/or market rates. He was also a NED of Sembcorp Marine Ltd (Sembcorp) before he stepped down on 28 February 2023. Sembcorp was a subsidiary of Temasek until 28 February 2023. Temasek is deemed to be a substantial Stapled Securityholder and a substantial shareholder of the Managers. Mr Tan is therefore considered as connected to Temasek. Mr Tan’s role in these corporations is non-executive in nature and he is not involved in the day-to-day conduct of the business of these corporations. Mr Tan has confirmed that he serves on the Managers’ board in his personal capacity and not as a representative of Temasek and he is not under any obligation, whether formal or informal, to act in accordance with the directions of Temasek in relation to the affairs of the Managers and CLAS. The Boards also considered the conduct of Mr Tan in the discharge of his duties and responsibilities as a Director, and are of the view that the relationships set out above did not impair his ability to act with independent judgement in the discharge of his duties and responsibilities as a Director. Save for the relationships stated above, Mr Tan does not have any other relationships and is not faced with any of the circumstances identified in the Code, SFR, BTR and Listing Manual, or any other relationships which may affect his independent judgement. The Boards are therefore of the view that Mr Tan has exercised independent judgement in the discharge of his duties and responsibilities. Based on the above, the Boards arrived at the determination that Mr Tan is an ID. Mr Sim Juat Quee Michael Gabriel Mr Sim serves as a board member of Jurong Town Corporation (JTC), a statutory board under the Ministry of Trade and Industry. CLI Group had made payments to JTC for JTC leases and the subletting thereof. Mr Sim has confirmed that he has no involvement in the process or approval of the lease arrangements between CLI Group and JTC. The leases signed are conducted in the ordinary course of business, on arm’s length basis and based on normal commercial terms and/or market rates. Mr Sim’s role in JTC is non-executive in nature and he is not involved in the day-to-day business operations of JTC. The Boards also considered the conduct of Mr Sim in the discharge of his duties and responsibilities as a Director, and are of the view that the relationships set out above did not impair his ability to act with independent judgement in the discharge of his duties and responsibilities as a Director. Save for the relationships stated above, Mr Sim does not have any other relationships and is not faced with any of the circumstances identified in the Code, SFR, BTR and Listing Manual, or any other relationships which may affect his independent judgement. The Boards are therefore of the view that Mr Sim has exercised independent judgement in the discharge of his duties and responsibilities. Based on the above, the Boards arrived at the determination that Mr Sim is an ID. Mr Chia Kim Huat Mr Chia is the Regional Head, Corporate and Transactional Group of Rajah & Tann Singapore LLP (Rajah & Tann), which provides legal services to some of the subsidiaries of CLI Group. Mr Chia is considered as having a business relationship with the related corporations of the Managers. The engagement of Rajah & Tann to provide legal services to CLI Group was made by the management teams within the CLI Group and Mr Chia is not involved in the process or approval of such engagement. These services were provided in the ordinary course of business, on arm’s length basis and based on normal commercial terms and/or market rates. Mr Chia is also a director of SATS Ltd (SATS), an associated company of Temasek. Temasek is deemed to be a substantial Stapled Securityholder and a substantial shareholder of the Managers. Mr Chia’s role in SATS is non-executive in nature and he is not involved in the day-to-day conduct of the business of SATS. Mr Chia has confirmed that he serves on the Managers’ Board in his personal capacity and not as a representative of Temasek and he is not under any obligation, whether formal or informal, to act in accordance with the directions of Temasek in the affairs of the Managers and CLAS. 102 CAPITALAND ASCOTT TRUST
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