(e) does not have an immediate family member who is employed or has been employed by the Manager or CLCT or their respective related corporations in the current financial year or any of the past three financial years and whose remuneration is or was determined by the Board; and (f) has not served on the Board for a continuous period of nine years or longer. There is a rigorous process to evaluate the independence of each ID. As part of the process: (a) each ID provides information of his or her business interests and confirms on an annual basis that there are no relationships which interfere with the exercise of his or her independent business judgement with a view to the best interests of the Unitholders as a whole, and such information is then reviewed by the NRC; and (b) the NRC also reflects on the respective IDs’ conduct and contributions at Board and Board Committee meetings, in particular, whether the relevant ID has exercised independent judgement in discharging his or her duties and responsibilities. The NRC also reviews the independence of an ID as and when there is a change of circumstances involving the ID. In this regard, an ID is required to report to the Board when there is any change of circumstances which may affect his or her independence. The NRC has carried out the assessment of the independence of the IDs for FY 2023 and made its recommendations to the Board for the Board’s consideration and determination of the independence of the IDs. The paragraphs below set out the outcome of the NRC’s assessment and the Board’s determination of independence based on the information available and having taken into account the views of the NRC. Each ID is required and had recused himself or herself from the NRC’s and Board’s respective deliberations on his or her independence. In this section on Principle 2, the term “CLI group” refers to (i) CapitaLand Investment Limited, its subsidiaries; and/or (ii) REITs managed by CapitaLand Investment Limited’s subsidiaries. Mr Soh Kim Soon Mr Soh is a non-executive director and chairman of ORIX Leasing Singapore Limited and is also chairman of ORIX Investment and Management Private Limited (together, the ORIX Companies). The ORIX Companies have business relationships with CLI group for the various matters, namely (i) a lease from CLI group; and (ii) services provided to CLI group. Mr Soh’s role in each of the ORIX Companies is non-executive in nature and he is not involved in the day-to-day conduct of the businesses of the ORIX Companies. He was not involved in the decision of the ORIX Companies to enter into business relationships with CLI group. All of the transactions with CLI group are conducted in the ordinary course of business, on an arm’s length basis and based on normal commercial terms. The NRC has assessed that (i) the respective relationships above did not interfere with the exercise of Mr Soh’s independent business judgement in the discharge of his duties and responsibilities as a Director; and (ii) he has demonstrated independence in conduct, character and judgement in the discharge of his duties and responsibilities as a Director. Save for the relationships stated above, he does not have any other relationships and is not faced with any of the circumstances identified in the Code, SFR and Listing Manual, or any other relationships which may affect his independent judgement. Based on the above, the Board arrived at the determination that Mr Soh is an independent Director. Mr Neo Poh Kiat Mr Neo is a non-executive director of a few subsidiaries and associated corporations of Temasek. Mr Neo’s roles in these corporations are non-executive in nature and he is not involved in the day-to-day conduct of the business of these corporations. Mr Neo has confirmed that he serves on the Board in his personal capacity and not as a representative of Temasek and he is not under any obligation, whether formal or informal, to act in accordance with the directions of Temasek in relation to the affairs of the Manager and CLCT. The NRC has assessed that (i) the respective relationships above did not interfere with the exercise of Mr Neo’s independent business judgement in the discharge of his duties and responsibilities as a Director; and (ii) he had demonstrated independence in conduct, character and judgement in the discharge of his duties and responsibilities as a Director. Save for the relationships stated above, he does not have any other relationships and is not faced with any of the circumstances identified in the Code, SFR and Listing Manual, or any other relationships which ANNUAL REPORT 2023 117 Financials Framework Portfolio Performance Leadership Overview
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