Overview Leadership Portfolio & Performance Sustainability & Governance Financial Statements and Other Information In FY 2021, a one-time Special CLI Founders Performance Share Plan (Special PSP Award) was granted by the CLI Group to selected senior executives within the group (including the Managers) to commemorate its listing, foster a “founders’ mindset” in driving transformation and retain talent. The grant has a five-year performance period with defined performance parameters which are linked to CLI. Subject to the performance achieved, the award may vest at the end of the third year and/or fifth year. In addition, such compensation is in the long-term interests of CLAS as CLAS is a key part of CLI’s business and ecosystem (and it is also the largest Stapled Securityholder of CLAS), and Management’s actions to grow CLAS and drive CLAS’ performance will also have a positive impact on CLI, thus reinforcing the complementary nature of the linked performance between CLAS and CLI. The cost of this one-time award will be borne by the Managers and it is not expected to form a significant part of the key management personnel’s remuneration over a five-year period. In addition, a proportion of the Management’s remuneration is paid in the form of Stapled Securities, which further incentivises the Management to take actions which are beneficial to the Stapled Securityholders. Accordingly, the Special PSP Award will not result in the Management prioritising the interest of CLI over that of CLAS given that the bulk of their remuneration is determined based on the evaluation of the performance of CLAS and a proportion of their remuneration comprises Stapled Securities. In addition, it should be further noted that under the SFA, the REIT Manager and the Directors of the REIT Manager are required to act in the best interest of CLAS and give priority to the interest of CLAS over the interests of the shareholders of the REIT Manager and under the BTA, the Trustee-Manager is required to also act in the best interest of CLAS and give priority to the interest of CLAS over its own interest, and this would further mitigate any potential conflicts of interests. Save for the Special PSP Award, the NRC will continue to assess and reward the key management personnel based on the performance of CLAS. Accordingly, the Managers are of the view that there would not be any conflicts of interest arising from the arrangement, nor would the arrangement result in any misalignment of interest with those of Stapled Securityholders. There was no new Special PSP Award in FY 2023. In respect of the Special PSP Award granted in FY 2021, the qualifying performance period has not ended as at the date of this Report. In FY 2023, no termination, retirement or post-employment benefits were granted to Directors, the CEO and other key management personnel. There was also no special retirement plan, ‘golden parachute’ or special severance package for any of the key management personnel. In FY 2023, there were no employees of the Managers who were substantial shareholders of the Managers, substantial Stapled Securityholders of CLAS or immediate family members of a Director, the CEO, any substantial shareholder of the Managers or any substantial Stapled Securityholder of CLAS. “Immediate family member” refers to the spouse, child, adopted child, step-child, sibling or parent of the individual. Remuneration Disclosures under AIFMR The Managers are required under the AIFMR to make quantitative disclosures of remuneration. Disclosures are provided in relation to (a) the staff of the Managers; (b) staff who are senior management; and (c) staff who have the ability to materially affect the risk profile of CLAS. All individuals included in the aggregated figures disclosed are rewarded in line with the Managers’ remuneration policies described in this Report. The aggregate amount of remuneration awarded by the Managers to its staff (including CEO and non-executive Directors) in respect of FY 2023 was approximately S$4.20 million. This figure comprised fixed pay of S$2.30 million, variable pay of S$1.71 million (including Stapled Securities issued under the Stapled Security Plans, where applicable) and allowances and benefits-in-kind of S$0.19 million. There were a total of 19 beneficiaries of the remuneration described above. In respect of FY 2023, the aggregate amount of remuneration awarded by the Managers to its senior management (which are also members of staff whose actions have a material impact on the risk profile of CLAS) was approximately S$2.52 million, comprising 4 individuals having considered, among others, their roles and decision-making powers. Remuneration for Non-Executive Directors The non-executive Directors’ fees are paid by the Managers and the FY 2023 fees, together with a breakdown of the components, are set out in the Non-Executive Directors’ Remuneration Table on page 135 of this Annual Report. ANNUAL REPORT 2023 117
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