Corporate Governance Principle 2: Board Composition and Guidance Board Independence The Boards have a strong independent element as five out of eight directors, including the Chairman, are non-executive IDs3. Other than the CEO, non-executive Directors make up the rest of the Boards. None of the Directors have served on the Boards for nine years or longer. No lead ID is appointed as the Chairman is an ID. Profiles of the Directors and their roles are set out on pages 11 to 13 of this Annual Report. The statement on the Composition of the Board of Directors of the TrusteeManager pursuant to Regulation 12(8) of the BTR can be found on pages 97 to 98 of this Annual Report. The Boards, through the NRC, review the size and composition of the Boards and Board Committees regularly to ensure that they are appropriate to support effective deliberations and decision-making, and the composition reflects a strong independent element and diversity of thought and background. The review takes into account the scope and nature of CLAS’ operations, external environment and competition. The Boards, with the recommendation of the NRC, assess annually (and when circumstances require) the independence of each Director in accordance with the requirements of the Listing Manual and the Code (including where relevant, the recommendations in the accompanying Practice Guidance (Practice Guidance)), the Securities and Futures (Licensing and Conduct of Business) Regulations (SFR) and the BTR. Under the Code, a Director is considered independent if he/she is independent in conduct, character and judgement, has no relationship with the Managers, their related corporations, their substantial shareholders, CLAS’ substantial Stapled Securityholders (being Stapled Securityholders who have interests in voting Stapled Securities of 5% or more of the total votes attached to all voting Stapled Securities) or the Managers’ officers, that could interfere, or be reasonably perceived to interfere with the exercise of his/her independent business judgement in CLAS’ best interests4. There is a rigorous process to evaluate the independence of each ID. As part of the process: (a) each ID discloses his/her business interests and confirms annually that there are no relationships which interfere with the exercise of his/her independent business judgement in the Stapled Securityholders’ best interests, and such information is then reviewed by the NRC; and (b) the NRC also considers the IDs’ conduct and contributions at Board and Board Committee meetings, in particular, whether he/she has exercised independent judgement in discharging his/her duties. Thereafter, the NRC’s recommendation is presented to the Boards for their approval. IDs must recuse themselves from the NRC’s and the Boards’ deliberations on their own independence. The NRC also reviews the independence of an ID when there is a change in their circumstances and makes recommendations to the Boards. IDs are required to report to the Managers any changes which may affect their independence. The outcome of the Boards’ assessment of the independence of the IDs as at the last day of FY 2024 is set out below. In reviewing the IDs’ independence, the NRC considered the relevant relationships and circumstances of each ID, including those specified in the Listing Manual, the SFR and the Code. These include: (a) appointments in organisations which have a business relationship with the CLAS Group and/or the CLI Group, and (b) directorships in Temasek Holdings (Private) Limited (Temasek), the substantial Stapled Securityholder of CLAS through its indirect interest in CLI, and in organisations linked to Temasek. All IDs had recused themselves from the NRC’s and the Boards’ deliberations on their own independence. 3 As at 31 December 2024 and as at the date of this Report. 4 Under the Listing Manual, a director will not be considered independent under the following circumstances: (i) if he/she is or has been employed by the Managers or CLAS or any of their related corporations in the current or any of the past 3 financial years; (ii) if he/she has an immediate family member who is or has been employed by the Managers or CLAS or any of their related corporations in the current or any of the past 3 financial years, and whose remuneration is or was determined by the Boards and/or NRC; or (iii) if he/she has been a director of the Managers for an aggregate period of more than 9 years (whether before or after listing) in which case, such director may continue to be considered independent until the conclusion of the next annual general meeting of CLAS. 68 CapitaLand Ascott Trust
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