72 CapitaLand Ascott Trust Principle 3: Chairman and Chief Executive Officer The roles of the Chairman and the CEO are held by separate individuals to ensure a clear division of responsibilities between the leadership of the Boards and Management, such that no individual has unfettered powers of decision-making. The Chairman does not share any family ties with the CEO. The Chairman leads the Boards and plays a pivotal role in promoting open and constructive engagement among the Directors as well as between the Boards and Management at meetings. The Chairman also presides at general meetings of Stapled Securityholders where he fosters constructive dialogue between the Stapled Securityholders, the Boards and Management. The Chairman provides oversight to the CEO, who has full executive responsibilities to manage the Stapled Group’s business and to develop and implement policies approved by the Boards. The separation of the responsibilities of the Chairman and CEO and the resulting clarity of roles facilitate robust deliberations on CLAS’ business activities and ensure an appropriate balance of power, increased accountability and greater capacity of the Boards for independent decision-making. As the roles of the Chairman and the CEO are held by separate individuals who are unrelated, and the Chairman is an ID, no lead ID has been appointed. Moreover, the Boards have a strong independent element as four out of seven directors (including the Chairman) are non‑executive IDs. Principle 4: Board M embership The Boards have a formal and transparent process for the appointment and re-appointment of Directors, taking into account the need for progressive renewal of the Boards. The NRC makes recommendations to the Boards on all appointments to the Boards and Board Committees. All Board appointments are made based on merit and subject to the Boards’ approval. As at the date of this Report, the NRC comprises three non-executive Directors, all of whom (including the chairman of the NRC) are IDs. The three members on the NRC are Mr Lui Chong Chee (NRC Chairman), Mr Chia Kim Huat and Ms Deborah Lee Siew Yin. The NRC met twice in FY 2025. Under its terms of reference, the NRC’s scope of duties and responsibilities includes the following: (a) review and make recommendations to the Boards on the Board size and composition, succession plans for Directors and composition of the Board Committees; (b) review and recommend an objective process and criteria for evaluation of performance of the Boards, Board Committees and Directors; (c) consider annually and when required, if a Director is independent; and (d) consider and make recommendations to the Boards on the appointment and re-appointment of Directors (including alternate directors, if any)4. Guided by its terms of reference, the NRC oversees the development and succession planning for the CEO. This includes overseeing the process for selection of the CEO and conducting an annual review of career development and succession matters for the CEO5. Board Composition and Renewal The NRC considers different time horizons for purposes of succession planning. The NRC evaluates the Boards’ competencies on a long-term basis and identifies competencies which may be further strengthened in the long term to achieve CLAS’ strategy and objectives. As part of medium-term planning, the NRC seeks to refresh the membership of the Boards progressively and in an orderly manner, whilst ensuring continuity and sustainability of corporate performance. The NRC also considers contingency planning to prepare for sudden 4 For the avoidance of doubt, there are no alternate directors appointed for FY 2025. 5 While this is a partial deviation from Provision 4.1(a) which requires the NRC to make recommendations to the Boards on relevant matters relating to the review of succession plans, in particular the appointment and/or replacement of key management personnel (KMP), the Boards are of the view that such matters could be considered either by the NRC or by the Boards as a whole given that the NRC and/or the Boards as a whole are kept abreast of relevant matters relating to the review of succession plans relating to KMP, in particular the appointment and/or replacement of KMP. This is accordingly consistent with the intent of Principle 4 of the Code. Corporate Governance
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