CORPORATE GOVERNANCE While the disclosure of, among others, the CEO’s exact remuneration amount and the names, amounts and breakdown of remuneration of at least the top five key management personnel (who are not Directors or the CEO) in bands no wider than S$250,000 and the aggregate of the total remuneration paid to these key management personnel would be in full compliance with Provision 8.1 of the Code, the Boards have considered carefully and decided that such disclosure would not be in the interests of the Managers or Stapled Securityholders due to: (a) the intense competition for talents in the REIT management industry, the Managers are of the view that it is in the interests of Stapled Securityholders to not make such disclosures so as to minimise potential staff movement and undue disruption to its key management team; (b) the need to balance the confidential and commercial sensitivities associated with remuneration matters, the Managers are of the view that such disclosures could be prejudicial to the interests of Stapled Securityholders; (c) the importance of retaining competent and experienced staff to ensure CLAS’ stability and continuity of business operations, the Managers are of the view that such disclosures may subject the Managers to undue risks, including unnecessary key management turnover; and (d) there being no misalignment between the remuneration of the CEO and key management personnel and the interest of Stapled Securityholders. Their remuneration is not borne by CLAS as they are paid out of the fees that the Managers receive (the quantum and basis of which have been disclosed on page 260 of this Annual Report). The Managers are of the view that despite the partial deviation from Provision 8.1 of the Code, the disclosures in this Annual Report are consistent with the intent of Principle 8 of the Code and would provide sufficient information and transparency to the Stapled Securityholders on the Managers’ remuneration policies and the level and mix of remuneration accorded to the key management personnel, and enable the Stapled Securityholders to understand the relationship between CLAS’ performance, value creation and the remuneration of key management personnel. For the above reasons, the Managers are of the view that the interests of Stapled Securityholders are not prejudiced by the partial deviation. Apart from the key management personnel and other employees of the Managers, the Managers outsource various other services to a wholly owned subsidiary of CLI (CLI Subsidiary). The CLI Subsidiary provides these services through its employees and employees of CLI Group (together, the Outsourced Personnel). This arrangement is put in place so as to provide flexibility and maximise efficiency in resource management to match the needs of CLAS from time to time, as well as to leverage on economies of scale and tap on the management talent of an established corporate group which can offer enhanced depth and breadth of experience. Notwithstanding the outsourcing arrangement, the responsibility for due diligence, oversight and accountability continues to reside with the Boards and Management. In this regard, the remuneration of such Outsourced Personnel, being employees of the CLI Subsidiary and CLI Group, is not included as part of the disclosure of remuneration of key management personnel of the Managers in this Report. 116 CAPITALAND ASCOTT TRUST
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