Corporate Governance (c) ensuring compliance with relevant laws and regulations, including the Listing Manual of Singapore Exchange Securities Trading Limited (SGX-ST) (Listing Manual), the Code on Collective Investment Schemes (CIS Code) issued by the Monetary Authority of Singapore (MAS) (including Appendix 6 of the CIS Code (Property Funds Appendix)), the Business Trusts Act 2004 (BTA), the Business Trusts Regulations 2005 (BTR), the Securities and Futures Act 2001 (SFA), written directions, notices, codes and other guidelines that the MAS may issue from time to time, the tax rulings issued by the Inland Revenue Authority of Singapore on the taxation of CLAS and Stapled Securityholders, and the United Kingdom’s Alternative Investment Fund Managers Regulations 2013 (as amended) (AIFMR); (d) attending to all regular communications with Stapled Securityholders; and (e) supervising the property managers of CLAS which perform the day-to-day property management functions (including leasing, marketing, promotion, operations coordination and other property management activities) for CLAS’ properties. The Managers also consider sustainability issues (including environmental and social factors) as part of our responsibilities. More detailed information on the Boards statement, sustainability frameworks, policies, practices and performances, climate-related disclosures, and stakeholder engagements are provided on CLAS’ website at www.capitalandascotttrust.com (Website) and in CLAS’ Sustainability Report 2024, which will be published in May 2025. CLAS is externally managed by the Managers. The Managers appoint experienced and well qualified personnel to run their day-to-day operations. The Managers were appointed in accordance with the terms of the Trust Deeds. The Trust Deeds outline certain circumstances under which the Managers can be removed. In the case of CapitaLand Ascott REIT, by resolution passed by a simple majority, and in the case of CapitaLand Ascott BT, by 75% of Stapled Securityholders present and voting at a meeting of Stapled Securityholders duly convened and held in accordance with the provisions of the Trust Deeds. The Managers are wholly owned subsidiaries of CapitaLand Investment Limited (CLI) which holds a significant stapled securityholding interest in CLAS. CLI is a leading global real asset manager, with a vested interest in the long-term performance of CLAS. CLI’s significant stapled securityholding interest in CLAS demonstrates its commitment to CLAS and as a result, CLI’s interest is aligned with that of other Stapled Securityholders. The Managers’ association with CLI and its subsidiaries (CLI Group) provides the following benefits, among other things, to CLAS: (a) strategic pipelines of property assets through, amongst others, CLI’s access to the development capabilities of and pipeline investment opportunities from CapitaLand Group’s development arm; (b) wider and better access to banking and capital markets on favourable terms; (c) fund raising and treasury support; and (d) access to a bench of experienced management talent. OUR CORPORATE GOVERNANCE FRAMEWORK AND CULTURE The Managers embrace the tenets of sound corporate governance, including accountability, transparency and sustainability. We are committed to enhancing long-term stapled securityholder value with appropriate people, processes and structure to manage the business of the Managers and deliver CLAS’ long-term strategic objectives. The Boards of Directors of the Managers (Boards) are responsible for setting the Managers’ corporate governance standards and policies which sets the tone at the top. This Report sets out the corporate governance practices for the financial year ended 31 December 2024 (FY 2024), benchmarked against the Code of Corporate Governance (Code). In FY 2024, the Managers have complied with the principles of corporate governance laid down by the Code and also, substantially, with the provisions underlying the principles of the Code. Where there are deviations from the provisions of the Code, appropriate explanations are provided in this Report. This Report also sets out additional policies and practices adopted by the Managers which are not provided in the Code. In FY 2024, CLAS was conferred the top spot in the Singapore Governance and Transparency Index within the REITs and Business Trusts category for the fourth consecutive year, and in FY 2022, CLAS was named “Best Investor Relations – Gold” in the REITs and Business Trusts category at the Singapore Corporate Awards. CLAS has been included by the SGX-ST in the Fast Track Programme list. The scheme recognises listed companies with good governance standards and compliance practices, and accords prioritised clearance for selected corporate-action submissions. 64 CapitaLand Ascott Trust
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