Corporate Governance before the announcement of CLAS’ half year and full year financial statements. Prior to the black-out period, an email reminder would be sent to all the Relevant Persons. The Managers also do not deal in CLAS’ securities during the black-out period. In addition, Directors and certain employees identified as “Key Insiders” are prohibited from dealing in CLAS’ securities, except during the open trading window (being one calendar month from the announcement of CLAS’ results), provided that they are not in possession of undisclosed material or pricesensitive information. Employees and Capital Markets Services Licence Appointed Representatives (CMSL Representatives) of the Managers are also required to give a pre-trading notification to the CEO and the Compliance department before any dealing in CLAS’ securities. This policy also provides for the Managers to maintain a list of persons who are privy to price-sensitive information relating to the Stapled Group where required under the Listing Manual. Directors and employees of the Managers are discouraged from trading on short-term or speculative considerations, and are prohibited from using information obtained through their employment to trade in securities of other entities. Directors must notify the Managers of their interest in CLAS’ securities within two business days after becoming a Director, or acquiring such interest, and notify of any change in their interest within two business days. Dealings by the Directors are disclosed in accordance with the SFA and the Listing Manual. In FY 2024, based on the information available to the Managers, save as disclosed in accordance with such requirements and other than the Stapled Securities awarded as part payment of Directors’ fees, there were no dealings by the Directors in CLAS’ securities. Code of Business Conduct The Managers adhere to an ethics and code of business conduct policy that addresses, amongst others, confidentiality, conduct and work discipline, corporate gifts and concessionary offers. Clear policies and guidelines on how to handle workplace harassment and grievances are also in place. The Managers are committed to doing business with integrity and has a zero tolerance stance against fraud, bribery and corruption, which extends to its business dealings with third parties. The Managers’ employees adhere to CLI’s Fraud, Bribery and Corruption Risk Management Policy (FBC Policy). The FBC Policy works with various other policies and guidelines to guide its employees to maintain the highest standards of integrity in their work and business dealings. This includes clear guidelines for the giving and receipt of corporate gifts and concessionary offers. The FBC Policy also provides for certain agreements to incorporate anti-bribery and anti-corruption provisions. These policies aim to detect and prevent fraud in three ways. Firstly, the Managers offer fair compensation packages, based on practices of pay-for-performance and promotion based on merit to its employees. The Managers also provide healthcare subsidies and financial assistance schemes to alleviate common financial pressures their employees may face. Secondly, clearly documented policies and procedures incorporate internal controls which ensure that adequate checks and balances are in place. Periodic audits are also conducted to evaluate the efficacy of these internal controls. Finally, the Managers seek to foster the right organisational culture through their core values, educating their employees on good business conduct and ethical values. The Managers’ zero tolerance stance on fraud, bribery and corruption is also reinforced by Management during regular staff communication sessions. Employees are provided with training on these policies and guidelines, which are also accessible on CLI Group’s intranet. All employees of the Managers are required to pledge annually that they will uphold the Managers’ core values and not engage in any corrupt or unethical practices. Whistle-Blowing Policy The Managers have a whistle-blowing policy, which provides the Managers’ employees and parties who have dealings with the Managers with well-defined, accessible and trusted procedures to report any suspected fraud, corruption, dishonest practices, misconduct, wrongdoing and/or other improprieties relating to the Managers and their officers, and provides for independent investigation of any reported incidents made in good faith and appropriate follow up actions. It ensures that employees or external parties making any reports in good faith will be treated fairly. Anonymous reporting is allowed, and the whistle-blower’s identity will be kept confidential. The Managers are committed to ensuring protection of the whistle-blower against detrimental or unfair treatment. The ARC is responsible for oversight and monitoring of whistle-blowing, and reviews all whistleblowing complaints made in good faith at its scheduled meetings. Independent, thorough investigation and appropriate follow up actions are taken. The outcome of each investigation is reported to the ARC. The whistleblowing policy is publicly disclosed on the Website and made available to all employees on CLI Group’s intranet. 90 CapitaLand Ascott Trust
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