Time-vested awards may also be granted pursuant to the RSSP in the form of: (a) deferred Stapled Securities from the Performance Bonus and vest in three equal annual tranches without further performance conditions with the first tranche delivered in the same year as the year of award; or (b) time-vested restricted awards for the retention of critical talents, or recruitment of new senior executive hires to compensate for the share-based incentives that they may have had to forgo when they left their previous employer to join the Managers. Such awards can vest progressively over periods of up to three years, provided recipients of the awards remain under employment of the CLI Group. As part of the FY 2024 performance bonus, deferred Stapled Securities were awarded in FY 2025 pursuant to the RSSP, which will vest in three equal annual tranches without further performance conditions, with the first tranche to be delivered in FY 2025. In addition, timevested restricted awards pursuant to the RSSP were also granted to selected key executives. These awards will vest in two equal annual tranches without any further performance conditions, with the first tranche to be delivered in FY 2025. There were no performance-based awards granted pursuant to the RSSP in FY 2024. D Employee Benefits: The benefits provided are comparable with local market practices. Remuneration of Key Management Personnel Each year, the NRC evaluates the extent to which each of the KMP has delivered on the business and individual goals and objectives, and based on the outcome of the evaluation, approves the compensation for the KMP. In such evaluation, the NRC considers whether the level of remuneration is appropriate to attract, retain and motivate the KMP to successfully manage CLAS for the long term. The CEO does not attend discussions relating to her own performance and remuneration. In determining the remuneration package for each KMP, the NRC takes into consideration appropriate compensation benchmarks within the industry, so as to ensure that the remuneration packages payable to KMP are competitive and in line with the objectives of the remuneration policies. While the disclosure of, among others, the names, amounts and breakdown of remuneration of at least the top five KMP (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 KMP 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 KMP and the interest of Stapled Securityholders. Their remuneration is not borne by CLAS as they are paid out from the fees that the Managers receive (the quantum and basis of which have been disclosed on page 80 of this Annual Report). The Managers are of the view that disclosure of the total remuneration of the KMP for FY 2024 together with the breakdown of their remuneration in the manner set out on page 80 provides a more holistic view and is consistent with the intent of Principle 8 of the Code, and that these and other details in this Corporate Governance Report provide sufficient information and transparency to Stapled Securityholders on CLAS’ remuneration policies for KMP, including the level and mix of remuneration and the procedure for setting remuneration. These disclosures would enable Stapled Securityholders to understand the relationship between CLAS’ performance, value creation and the remuneration of KMP. The Managers are of the view that the interests of Stapled Securityholders are not prejudiced by the abovementioned deviation from Provision 8.1(b) of the Code, as the remuneration of KMP is aligned to safeguard these interests. 79 Annual Report 2024
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