CORPORATE GOVERNANCE The Boards also considered the conduct of Mr Loh 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 Loh 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 Loh has exercised independent judgement in the discharge of his duties and responsibilities. Based on the above, the Boards arrived at the determination that Mr Loh is an ID. Mr Lui Chong Chee Mr Lui was appointed to the Boards on 1 February 2024. He was a non-executive independent chairman of the board of CapitaLand Malaysia REIT Management Sdn. Bhd. (CMRM), the manager of CapitaLand Malaysia Trust, before he stepped down on 1 February 2024. CMRM is a wholly owned subsidiary of CLI, which is a substantial Stapled Securityholder of CLAS. Thus, CMRM is a related corporation of the Managers. CLI Group has business relationships with CMRM for various matters. Mr Lui’s role in CMRM was non-executive in nature and he has confirmed that he was not involved in the day-to-day conduct of CMRM’s business including the business relationship with CLI Group. As a NED of CMRM, Mr Lui was paid/will be paid director’s fees for his services as chairman of the board of CMRM (as well as member of the NRC). The framework for remuneration of directors is reviewed and determined by CMRM, taking into account compensation benchmarks within the industry and professional advice from independent remuneration consultants. Mr Lui was deemed a person connected to CLI by virtue of his directorship in CMRM. This deemed relationship ceased when he stepped down as a director of CMRM on 1 February 2024. Mr Lui has confirmed that he is not under any obligation, whether formal or informal, to act in accordance with the direction of CLI in the affairs of the Managers and CLAS. Save for the relationship stated above which ceased with effect from 1 February 2024, Mr Lui 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 Lui is able to exercise independent judgement and act in the best interests of all Stapled Securityholders, in the discharge of his duties and responsibilities. Based on the above, the Boards arrived at the determination that Mr Lui is an ID. The Boards are of the view that as at the last day of FY 2023, each of Mr Tan, Mr Sim, Mr Chia, Ms Lee, Mr Loh and Mr Ong was able to act in the best interests of all Stapled Securityholders in respect of the period in which they served as Directors in FY 2023. In addition, under Regulation 13H(1) of the SFR, where a substantial shareholder of a manager of a real estate investment trust (REIT) is a corporation, a person would be considered to be connected to that substantial shareholder if he is, inter alia, a director of the substantial shareholder or a director of a related corporation or an associated company of the substantial shareholder. Such person will prima facie not be deemed to be independent unless the directors nevertheless regard him to be independent. The Trustee-Manager is a related corporation of the REIT Manager as both the Trustee-Manager and the REIT Manager are directly held by CLI Group and as CapitaLand Ascott BT and CapitaLand Ascott REIT are stapled, the directors of the Managers are identical to avoid any differences or deadlock in the operation of the Stapled Group. As a result, all independent directors of the REIT Manager, namely Mr Tan Beng Hai, Bob, Mr Sim Juat Quee Michael Gabriel, Mr Chia Kim Huat, Ms Deborah Lee Siew Yin, Mr Ong Su Kiat Melvyn, Mr Max Loh Khum Wai and Mr Lui Chong Chee will prima facie be deemed to be connected to a substantial shareholder of the REIT Manager and hence not independent pursuant to Regulation 13H of the SFR. Against the foregoing, the board of directors of the REIT Manager (REIT Manager Board) has reviewed and assessed the independence of each of the IDs of the REIT Manager in relation to Regulation 13H of the SFR and has pursuant to Regulation 13D(8) of the SFR, resolved that notwithstanding that each of the IDs is a director of both the REIT Manager and the Trustee-Manager, the REIT Manager Board is satisfied that the IDs’ independent judgement and ability to act with regard to the interests of all the Stapled Securityholders of CLAS as a whole will not be impaired, on the basis that: 104 CAPITALAND ASCOTT TRUST
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