Corporate Governance in the accompanying Practice Guidance (Practice Guidance)). Under the Code, a director is considered independent if he/she is independent in conduct, character and judgement, and has no relationship with the company, its related corporations, its substantial shareholders or its officers that could interfere, or be reasonably perceived to interfere, with the exercise of his/ her independent business judgement in the company’s best interests1. The Company follows a rigorous process to evaluate the independence of its Directors: (a) each Director discloses his/her business interests and confirms annually that there are no relationships which interfere with the exercise of his/her independent business judgement in the Company’s best interests; such information is reviewed by the NC; and (b) the NC also considers the Director’s conduct and contributions at Board and Board Committee meetings, in particular, whether he/she has exercised independent judgement in discharging his/her duties. Thereafter, the NC’s recommendation is presented to the Board for its determination. Directors must recuse themselves from the NC’s and the Board’s deliberations on their own independence. The NC also reviews the independence of Directors when there is a change in their circumstances and makes recommendations to the Board. Directors are required to report to the Company any changes which may affect their independence. The outcome of the Board’s assessment in January 2025 is set out below. In reviewing the Directors’ independence, the NC considered the relevant relationships and circumstances of each Director, including those specified in the Listing Manual and the Code. These include: (a) appointments in organisations which have or may have a business relationship with the Group, and (b) directorships in Temasek Holdings (Private) Limited (Temasek), the majority shareholder of the Company through CapitaLand Group Pte. Ltd. (CLG), and in organisations linked to Temasek. All Directors have recused themselves from the NC’s and the Board’s deliberations on their own independence. 1 Under the Listing Manual, a director who falls under any of the following circumstances is considered not independent: (i) if he/she is or has been employed by the company or any of its related corporations in the current or any of the past 3 financial years; (ii) if he/she has an immediate family member who is or has been employed by the company or any of its related corporations in the current or any of the past 3 financial years, and whose remuneration is or was determined by the remuneration committee of the company; or (iii) if he/she has been a director of the company for an aggregate period of more than 9 years (whether before or after listing) in which case, such director may continue to be considered independent until the conclusion of the next annual general meeting of the company. In determining whether the aggregate period of service as a Director exceeds 9 years, the review will take into account the respective Directors’ tenure, if any, on the board of CapitaLand Limited (CL) (now known as CLG). In view that the appointment of the relevant independent directors of CL (now known as CLG) as the Company’s independent Directors was a natural transition from such directors’ appointments as independent directors of CL, for the purposes of compliance with Rule 210(5)(d)(iv) of the Listing Manual, the period served by such directors as independent directors of CL will be counted towards, and treated as part of, the cumulative period that such directors will serve as the Company’s independent Directors. Relevant relationships and circumstances Considerations (1) Appointments in organisations which have or may have a business relationship with the Group • Mr Anthony Lim Weng Kin is a non-executive director of DBS Group Holdings Ltd (DBS), which is one of the banks the Group works with for its financing requirements. (a) Mr Lim's and Mr Mah's respective roles in DBS and Surbana are non-executive in nature. They are not involved in the business operations of DBS and Surbana. (b) Mr Lim and Mr Mah were not and will continue not to be involved in the process for or approval of any engagement of DBS and Surbana, respectively. (c) Any engagement of DBS, Surbana or StanChart has been or will be decided by Management in the ordinary course of business and on normal commercial terms, based on merit and competitive terms negotiated by Management. (d) If there are any engagements of DBS, Surbana or StanChart requiring the Board’s approval, the relevant Directors will recuse themselves from deliberations and abstain from voting on such engagements. • Mr Chaly Mah Chee Kheong is chairman of Surbana Jurong Private Limited (Surbana). Surbana was not engaged by the Group in FY 2024. The Company will monitor any engagements of Surbana in reviewing Mr Mah’s independence. • Ms Judy Hsu Chung Wei is CEO of Wealth & Retail Banking and Greater China & North Asia at Standard Chartered Bank (StanChart). She is in charge of StanChart’s wealth and retail banking services and Greater China and North Asia markets. StanChart is currently not a principal banker of the Group. 54 CapitaLand Investment Limited Relevant relationships and circumstances Considerations (2) Directorships in Temasek and Temasek-linked organisations • Mr Lim is a non-executive director of DBS, which is an associated company of Temasek. • Mr Mah is chairman of Surbana, which is a subsidiary of Temasek and a related corporation of the Company. • Mr Eugene Lai is a non-executive director of Paragon REIT Management Pte. Ltd. and Heliconia Capital Management Pte. Ltd., which are subsidiaries of Temasek and related corporations of the Company. Mr Lai is also a non-executive director and chairman of Boardroom Pte. Ltd., an associated company of Temasek. (a) Mr Lim's, Mr Mah's and Mr Lai's respective roles in the Relevant Temasek-linked Organisations2 are non-executive in nature. The businesses and areas of focus of these companies are distinct from that of the Company. (b) Mr Lim, Mr Mah and Mr Lai are not accustomed to and there are no requirements nor expectations for Mr Lim, Mr Mah and Mr Lai to take instructions, directions or wishes of Temasek in relation to the corporate affairs of the Company. (c) If there are any potential conflicts of interest arising from their respective roles in the Relevant Temaseklinked Organisations, they will recuse themselves from deliberations and abstain from voting on such matters. (3) Other relevant relationships and circumstances • Mr Mah is a non-executive board member of the Monetary Authority of Singapore (MAS), which regulates fund management and real estate investment trust (REIT) management undertaken by certain subsidiaries of the Company. While Mr Mah’s role in MAS generally does not generate any conflict of interest issues with his role as a Director, if there are any such issues regarding the regulatory aspects of the Group’s fund and/or REIT management business, he will be required to recuse himself from any deliberations and abstain from voting on such issues. • Mr Mah is deputy chairman of the National Environment Agency (NEA), a statutory board which is responsible for ensuring a clean and sustainable environment in Singapore. Mr Mah’s role in NEA generally does not generate any conflict of interest issues with his role as a Director of the Company. The Board has also considered the conduct of each of Mr Anthony Lim Weng Kin, Mr Chaly Mah Chee Keong, Ms Judy Hsu Chung Wei and Mr Eugene Lai and is of the view that the relationships above did not impair his/her ability to act with independent judgement in the discharge of his/her duties and responsibilities as a Director. The Board is of the view that these Directors have exercised independent judgement in the discharge of their duties and responsibilities. The Board therefore determined that Mr Lim, Mr Mah, Ms Hsu and Mr Lai are independent Directors. Mr David Su Tuong Sing, Ms Helen Wong Siu Ming, Tan Sri Abdul Farid Alias, Ms Belita Ong and Mr Tham Kui Seng do not have any relationships or circumstances identified in the Listing Manual, the Code, the Practice Guidance, or other relationships that may affect his/her independent judgement. The Board has considered the conduct of these Directors, and is of the view that they have exercised independent judgment in the discharge of their duties and responsibilities. The Board therefore also determined that Mr Su, Ms Wong, Tan Sri Abdul Farid, Ms Ong and Mr Tham are independent Directors. Based on the assessment, other than Mr Miguel Ko3, Mr Lee Chee Koon4 and Mr Gabriel Lim Meng Liang5, all members of the Board are considered to be independent Directors. Board Diversity The Company embraces diversity and has a Board Diversity Policy which provides for the Board to comprise talented and dedicated Directors with a wide mix of expertise (including industry, domain and functional expertise), skills, experience (including international experience) and perspectives, with due consideration to diversity in gender, age, tenure, ethnicity and culture, and geographical background including nationality, as well as any other relevant aspects of diversity. The Company values the benefits that diversity can bring to the Board in its deliberations by enhancing decision-making capability, avoiding groupthink and fostering constructive debate, which contributes to effective business governance and long-term sustainable growth. The Company’s Board diversity targets, plans and timelines for achieving those targets are described below, with further information on the progress achieved during FY 2024 in the Board Composition and Renewal section under Principle 4 of this Report. 2 Relevant Temasek-linked Organisations refer to DBS, Surbana, Paragon REIT Management Pte. Ltd., Heliconia Capital Management Pte. Ltd., and Boardroom Pte. Ltd.. 3 Under the Listing Manual, a director who has been employed by a related corporation of the issuer in the past 3 financial years will not be considered independent. Although Mr Miguel Ko, the Company’s non-executive Chairman, may be considered independent as he ceased employment with CLA Real Estate Holdings Pte. Ltd., a related corporation of the Company, more than 3 financial years ago, in FY 2024, the NC has reviewed his re-designation as an independent Director and concurred that Mr Ko’s designation as a non-independent Director will remain at this juncture. Nonetheless, Mr Ko is not accustomed to or obliged (whether formally or informally) to act according to the directions, instructions or wishes of any shareholder in relation to the Group’s corporate affairs. 4 Mr Lee Chee Koon, the Group CEO, is considered non-independent by virtue of his employment with the Company. 5 Mr Gabriel Lim Meng Liang is Joint Head, Corporate Strategy of Temasek International Pte. Ltd., which is a related corporation of the Company. Therefore, Mr Lim was re-designated as a non-independent Director with effect from 1 September 2024, by virtue of his employment with a related corporation of the Company. 55 Annual Report 2024
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