CapitaLand Investment Limited - Annual Report 2021
133 CapitaLand Investment Limited 132 Annual Report 2021 DIRECTORS’ INTEREST IN SHARES OR DEBENTURES (continued) Holdings in the name of the director, spouse and/or infant children At the beginning of the year/date of appointment At end of the year Related Corporations (continued) Singapore Telecommunications Limited Ordinary shares Miguel Ko 34,000 34,715 Stephen Lee Ching Yen 380 13,463 Kee Teck Koon 10,490 10,490 Anthony Lim Weng Kin 940 940 Goh Swee Chen 5,000 5,000 Judy Hsu Chung Wei 10,000 10,000 StarHub Ltd Ordinary shares Miguel Ko 66,600 66,600 S$220 million 3.08% Fixed Rate Notes due 2022 Miguel Ko S$250,000 S$250,000 Temasek Financial (IV) Private Limited S$500 million 1.80% Bond due 2026 Stephen Lee Ching Yen 30,000 30,000 Footnotes: 1a Awards made pursuant to the CapitaLand Investment Performance Share Plan 2021. 1b Awards made pursuant to the CapitaLand Performance Share Plan 2010. 1c Awards made pursuant to the CapitaLand Performance Share Plan 2020. 2a Awards made pursuant to the CapitaLand Restricted Share Plan 2010 (RSP 2010). 2b Awards made pursuant to the CapitaLand Restricted Share Plan 2020 (RSP 2020). 3 The final number of shares to be released will depend on the achievement of pre-determined targets over a three-year performance period. No share will be released if the threshold targets are not met at the end of the performance period. On the other hand, if superior targets are met, more shares than the baseline award could be delivered up to a maximum of 200% of the baseline award. The Executive Resource and Compensation Committee (ERCC) of CL has the discretion to adjust the number of shares released taking into consideration other relevant quantitative and qualitative factors. 4 The final number of shares to be released will depend on the achievement of pre-determined targets at the end of a one-year performance period and the release will be over a vesting period of three years. No share will be released if the threshold targets are not met at the end of the performance period. On the other hand, if superior targets are met, more shares than the baseline award could be delivered up to a maximum of 150% of the baseline award. The ERCC has the discretion to adjust the number of shares released taking into consideration other relevant quantitative and qualitative factors. 5 An additional number of shares of a total value equal to the value of the accumulated dividends which are declared during each of the vesting periods and deemed forgone due to the vesting mechanism of the RSP 2010 and RSP 2020, will also be released on the final vesting. 6 Being the unvested one-third of the award. 7 Following the completion of the strategic restructuring of the investment management business of CL and as further described in CLI introductory document dated 17 July 2021, the awards granted under CL’s CapitaLand Performance Share Plan 2010 and CapitaLand Performance Share Plan 2020 (collectively, the CL PSP Awards) to certain employees of CLI and CL group companies have been replaced with shares under the CapitaLand Investment Performance Share Plan 2021 (CLI PSP 2021), which will vest in accordance with the original vesting schedule of the CL PSP Awards. DIRECTORS’ INTEREST IN SHARES OR DEBENTURES (continued) 8 This is a long-term share-based award which will vest after the end of a 5-year performance period, subject to the achievement of the targets approved by the Executive Resource and Compensation Committee of the Company. The number of shares to be released as soon as practicable upon vesting will be determined based on, inter alia, the award multiplied by an achievement factor. If the minimum performance level is achieved, the achievement factor will be 0.2. If the performance level exceeds minimum but is below superior, the achievement factor will be adjusted accordingly within the range of 0.2 to 3.0. If the performance level is superior and above, the achievement factor will be 3.0. Conversely, if the performance level is below minimum, the achievement factor will be zero and no share will be released. 9 Termination of RSPs and shares being the unvested remaining shares under the awards granted under the RSPs has been released in the form of cash in lieu of shares. Cash payment will be released to eligible participants according to the original vesting schedule of each respective RSP award. Except as disclosed in this statement, no director who held office at the end of the financial year had interests in shares, debentures or options of the Company or of related corporations either at the beginning or at the end of the financial year. There was no change in any of the above-mentioned directors’ interests in the Company between the end of the financial year and 21 January 2022. ARRANGEMENTS TO ENABLE DIRECTORS TO ACQUIRE SHARES AND DEBENTURES Except as disclosed under the Directors’ Interests in Shares or Debentures and Share Plans sections of this statement, neither at the end of nor at any time during the financial year was the Company a party to any arrangement whose objects are, or one of whose objects is, to enable the directors of the Company to acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate. SHARE PLANS – PERFORMANCE SHARE PLANS AND RESTRICTED SHARE PLANS Share Plans of the CapitaLand Group Pte. Ltd. The Group’s employees participated in the share-based incentive plans of the Company’s immediate holding company, CapitaLand Group Pte. Ltd. (formerly known as CapitaLand Limited) which comprise the Performance Share Plan and Restricted Share Plan. The Share Plans are administered by CL’s Executive Resource and Compensation Committee (CL ERCC). The CapitaLand Performance Share Plan 2010 (CL PSP 2010) and CapitaLand Restricted Share Plan 2010 (CL RSP 2010) were approved by the members of the CapitaLand Group Pte. Ltd. at the Extraordinary General Meeting held on 16 April 2010. The duration of each share plan is 10 years commencing on 16 April 2010. The PSP 2010 and RSP 2010 have expired on 15 April 2020. Awards made prior to expiry are not affected and no further awards were made subsequent to expiry. The CapitaLand Performance Share Plan 2020 (CL PSP 2020) and CapitaLand Restricted Share Plan 2020 (CL RSP 2020) were approved by the members of the CapitaLand Group Pte. Ltd. at the Extraordinary General Meeting held on 12 April 2019. The duration of each share plan is 10 years commencing on 1 April 2020. Pursuant to the Internal Restructuring, CL ERCC has approved the following in relation to the unvested share awards payout to CL Share Plans as at 17 September 2021: (a) The outstanding contingent CL PSP granted to the employees will be replaced by awards under the CLI Share Plan (which were granted on 1 October 2021) in accordance with a conversion ratio and released in accordance with the original vesting schedule. The number of awards to be granted have also been finalised at 200% of the baseline awards. Directors’ Statement Directors’ Statement
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