CORPORATE GOVERNANCE Board Evaluation as an Ongoing Process The Boards believe that performance evaluation should be an ongoing process and the Boards achieve this by seeking feedback on a regular basis. The regular interactions between the Directors, and between the Directors and Management, also contribute to this ongoing process. Through this process of engaging their members, the Boards also benefit from an understanding of shared norms between Directors which also contributes to a positive board culture. The collective Boards performance and the contributions of individual Directors are also reflected in, and evidenced by, the synergistic performance of the Boards in discharging their responsibilities as a whole by providing proper guidance, diligent oversight and able leadership, and lending support to Management in steering CLAS in the appropriate direction, as well as the long-term performance of CLAS whether under favourable or challenging market conditions. REMUNERATION MATTERS Principles 6, 7 and 8: Procedures for Developing Remuneration Policies, Level and Mix of Remuneration and Disclosure on Remuneration All fees and remuneration payable to Directors, key management personnel (including the CEO) and staff of the Managers are paid by the Managers. The Boards have a formal and transparent procedure for developing policies on Director and executive remuneration, and for fixing the remuneration packages of individual Directors and key management personnel. The Boards have established the NRC and under its terms of reference, the scope of duties and responsibilities of the NRC in relation to remuneration matters include reviewing and making recommendations to the Boards on: (a) the Boards’ remuneration framework and the specific remuneration packages for the Directors; and (b) the compensation framework and the specific remuneration packages for the CEO and other key management personnel. While Provision 6.1 of the Code provides for the NRC to make recommendations to the Boards on such matters, the Boards are of the view that such matters are best decided by the NRC as part of its focused scope, and have delegated the decision-making on such matters to the NRC. The NRC reports any decisions made on such matters to the Boards. This is accordingly consistent with the intent of Principle 6 of the Code. Guided by its terms of reference, the NRC oversees the development and succession planning for the CEO. This includes overseeing the process for selection of the CEO and conducting an annual review of career development and succession matters for the CEO. For further information on the composition of the NRC, please refer to “Board Membership” under Principle 4 in this Report. Remuneration Policy for Key Management Personnel The remuneration framework and policy are designed to support the implementation of CLAS’ business strategy and deliver sustainable returns to Stapled Securityholders. The principles governing the remuneration policies of the Managers’ key management personnel are as follows: Business Alignment › Focus on generating recurring income and enhancing asset value over time so as to maximise returns from investments and ultimately the distributions and total returns to Stapled Securityholders › Provide sound and structured funding to ensure affordability and cost-effectiveness in line with performance goals › Enhance retention of key talents to build strong organisational capabilities › Strengthen alignment to ESG practices Motivate Right Behaviour › Pay for performance – align, differentiate and balance rewards according to multiple dimensions of performance › Strengthen line-of-sight linking rewards and performance 112 CAPITALAND ASCOTT TRUST
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