The remuneration policy for non-executive Directors is based on a scale of fees divided into basic retainer fees for serving as Director and additional fees for serving on Board Committees. There were no attendance fees payable, save for in-person participation by Directors at Board and Board Committee meetings that require Directors to travel overseas. Directors’ fees are paid to non-executive Directors on a current year basis. The CEO, who is an executive Director, is remunerated as part of the Managers’ KMP and does not receive any Director’s fees. The non-executive Directors who are employees of the CLI Group also do not receive any Directors’ fees. The non-executive Directors’ fee structure and Directors’ fees are reviewed and benchmarked against the REIT industry annually, taking into account the effort, time spent and responsibilities on the part of the nonexecutive Directors in light of the scale, complexity and geographic scope of the Stapled Group’s business. The remuneration of non-executive Directors is reviewed from time to time to ensure that it is appropriate to attract, retain and motivate the non-executive Directors to provide good stewardship of the Managers and CLAS. The non-executive Directors’ remuneration (including any Stapled Securities awards granted under the RSSP in lieu of cash) does not include any performancerelated elements. The framework for the non-executive Directors’ fees has remained unchanged from that of the previous financial year. The non-executive Directors’ fees are paid in cash (about 80%) and in the form of Stapled Securities (about 20%), save that (i) a non-executive Director (not being an employee of the CLI Group) who steps down from the Boards during a financial year will be paid fees fully in cash. The Managers believe that the payment of a portion of the non-executive Directors’ fees in Stapled Securities will serve to align the interests of non-executive Directors with the interests of Stapled Securityholders and CLAS’ long-term growth and value. The payment of non-executive Directors’ fees in Stapled Securities is satisfied from the Stapled Securities held by the Managers. No individual Director is involved in any decision of the NRC relating to his/her own remuneration. In order to encourage the alignment of the interests of the non-executive Directors with the interests of Stapled Securityholders, a non-executive Director is required to hold the number of Stapled Securities worth at least one year of the basic retainer fee or the total number of Stapled Securities awarded, whichever is lower, at all times during his/her Board tenure. ACCOUNTABILITY AND AUDIT Principle 9: Risk Management and Internal Controls The Managers maintain adequate and effective systems of risk management and internal controls (including financial, operational, compliance, information technology (IT) and sanctions-related controls) to safeguard Stapled Securityholders’ interests and CLAS’ assets. The Boards have overall responsibility for the governance of risk and oversee the Managers in the design, implementation and monitoring of the risk management and internal controls systems. The ARC assists the Boards in carrying out the Boards’ responsibility of overseeing the risk management framework and policies for CLAS and ensuring that Management maintains sound systems of risk management and internal controls. Under its terms of reference, the scope of the ARC’s duties and responsibilities includes: (a) making recommendations to the Boards on the Risk Appetite Statement (RAS) for CLAS and CLAS’ risk profile; (b) assessing the adequacy and effectiveness of the risk management and internal controls systems established by the Managers to manage risks; (c) overseeing the formulation, updating and maintenance of an adequate and effective risk management framework, policies and strategies for managing risks that are consistent with CLAS’ risk appetite and reports to the Boards on its decisions on any material matters concerning the aforementioned; (d) making the necessary recommendations to the Boards such that an opinion regarding the adequacy and effectiveness of the risk management and internal controls systems can be made by the Boards in the Annual Report in accordance with the Listing Manual and the Code; and (e) considering and advising on risk matters referred to it by the Boards or Management, including reviewing and reporting to the Boards on any material breaches of CLAS’ RAS, any material non-compliance with the approved framework and policies and the adequacy of any proposed action. The Managers adopt an Enterprise Risk Management (ERM) Framework which sets out the required environmental and organisational components for managing risks in an integrated, systematic and consistent manner. The ERM Framework and related policies are reviewed annually. 81 Annual Report 2024
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