Corporate Governance term share-based award with a five-year performance period will vest at the end of the third year and/or fifth year, subject to the achievement of pre-determined targets approved by the ERCC. For the Special PSP Award granted in FY 2021/2022, based on the ERCC’s assessment of the performance achieved over the three years against the pre-determined targets, a number of shares corresponding to the performance achieved was released to participants in FY 2024. The final vesting for the Special PSP Award, depending on the achievement over the five-year performance period, will take place in FY 2026. No Special PSP Award was granted in FY 2024. Further details of the Special PSP Award can be found in the FY 2021 Report. Details of the Share Plans and awards granted thereunder are set out in the Share Plans section of the Directors’ Statement on pages 77 to 85 of this Annual Report and the Equity Compensation Benefits section of the Notes to the FY 2024 Financial Statements on pages 145 to 151 of this Annual Report. Remuneration of Key Management Personnel In determining the remuneration package for each KMP, the ERCC considers the overall performance of the Group, the performance of the business(es) specific to each KMP, as well as quantitative and qualitative aspects of individual performance, including but not limited to leadership behaviour and demonstration of the Group’s core values. Each year, the ERCC evaluates the extent to which the Group CEO and each KMP have delivered on the corporate and individual goals and objectives. Based on the outcome of the evaluation, the ERCC approves the remuneration for the KMP, and recommends the Group CEO’s remuneration for the Board’s approval. The Group CEO does not participate in discussions relating to his remuneration. While the disclosure of the remuneration of at least the top five KMP (who are not Directors or the Group CEO) in bands no wider than S$250,000 and the aggregate of the total remuneration paid to these KMP, would be required for full compliance with Provision 8.1(b) of the Code, the Board has considered carefully and decided that such disclosure would not be in the interests of the Company and its shareholders considering the need to: (a) balance the confidential and commercial sensitivities associated with remuneration matters with the importance of retaining competent and experienced KMP to ensure the Company’s stability and continuity of business operations; and (b) minimise potential staff movement and undue disruption to its key management, in light of the intense competition for talents. After the close of each financial year, the ERCC reviews the Group’s achievements against the targets set in the BSC, determines the overall performance taking into consideration qualitative factors such as the quality of earnings, operating environment, regulatory landscape, industry trends and affordability to the Company, and approves a bonus pool that is commensurate with the performance achieved. For FY 2024, as some targets were only partially achieved by the Group, the bonus pool was relatively flat compared to that for FY 2023. EVA Bonus: In determining the EVA bonus declared to each participant, the ERCC considers the overall business performance, individual job responsibilities, performance and contribution, as well as the relevant market remuneration benchmarks. No EVA bonus was paid for FY 2024 as the Group’s EVA was negative. Long Term Incentives: As part of the performance bonus for FY 2024 (FY 2024 Performance Bonus), deferred shares were granted pursuant to the RSP to applicable participants in the financial year ending 31 December 2025 (FY 2025), with the first tranche to be delivered in the same year. Time-vested restricted awards were also granted pursuant to the RSP to selected key executives in FY 2024, which will vest in two equal annual tranches without any further performance conditions, with the first tranche to be delivered in FY 2025. No performance-based awards were granted pursuant to the RSP in FY 2024. For FY 2024, the relevant PSP award for assessment of the performance achieved by the Group is the award granted during FY 2022 where the qualifying performance period is FY 2022 to FY 2024. Based on the ERCC’s assessment that the performance achieved has partially met the predetermined performance targets for such performance period, the resulting number of shares for the finalised award has been adjusted accordingly to reflect the performance level. As for the share awards granted pursuant to the PSP in FY 2023 and FY 2024, the qualifying performance period has not ended as of the date of this Report. During the financial year ended 31 December 2021 (FY 2021) and into FY 2022, a one-time special contingent award (Special PSP Award) was granted pursuant to the PSP to selected key executives of the Group and Parent Group to foster a “founders’ mindset” in driving the transformation of the Group into a global real asset manager. This long64 CapitaLand Investment Limited Remuneration for FY 2024 Salary inclusive of employer’s CPF (S$) Bonus inclusive of employer’s CPF (S$) Benefits-inkind (S$) Deferred compensation awards (S$) Total remuneration (S$) Group CEO Lee Chee Koon 1,132,272 (21%) 1,758,4681 (33%) 62,278 (1%) 2,417,3892 (45%) 5,370,4073 (100%) Senior Management (other than Group CEO)4 4,257,496 (34%) 3,353,149 (27%) 281,221 (2%) 4,691,662 (37%) 12,583,528 (100%) 1 Includes the cash bonus earned under the FY 2024 Performance Bonus which was accrued in FY 2024. No EVA bonus under the EBIP was declared or paid during FY 2024. 2 Includes (a) contingent performance share awards granted during the year pursuant to the PSP, which are subject to the achievement of pre-determined performance conditions over a three-year vesting period; (b) deferred shares to be granted pursuant to the RSP in FY 2025 as part of the FY 2024 Performance Bonus, which will vest over three equal annual tranches without further performance conditions; (c) 10% of the FY 2024 Performance Bonus which is deferred and set aside for future long-term co-investment in the Company’s private funds; and (d) time-vested restricted awards granted pursuant to the RSP, which will vest over two equal annual tranches commencing from FY 2025, provided he remains under employment of the Group. 3 The FY 2024 total remuneration of S$5,370,407 for Mr Lee Chee Koon represents an increase of about 4% when compared to Mr Lee’s FY 2023 total remuneration of S$5,150,046. 4 Refers to KMP (excluding the Group CEO) and other senior management grade employees. 8 Immediate family member refers to the spouse, child, adopted child, step-child, sibling or parent of the relevant individual. The Board is of the view that disclosure of the total remuneration of the Group CEO and Senior Management for FY 2024 together with the breakdown of their remuneration provide a more holistic view and is consistent with the intent of Principle 8 of the Code, and that these and other details in this Report provide sufficient information and transparency to shareholders on the Company’s remuneration policies for KMP, including the level and mix of remuneration, and the procedure for setting remuneration. These disclosures would enable shareholders to understand the relationship between the Company’s performance, value creation and the remuneration of KMP. The Board is of the view that the interests of shareholders are not prejudiced by the abovementioned deviation from Provision 8.1(b) of the Code, as the remuneration of KMP is aligned to safeguard these interests. The ERCC seeks to ensure that the remuneration paid to the Group CEO and KMP is strongly linked to achieving business and individual performance targets. The performance targets endorsed by the ERCC and approved by the Board are set at realistic yet stretched levels each year to motivate a high degree of business performance with emphasis on short, medium and long-term quantifiable objectives. In this regard, a pay-for-performance alignment study was conducted by WTW and reviewed by the ERCC, and the findings indicate that there has been effective payfor-performance alignment for the Group in both absolute and relative terms against a peer group of large, listed companies in Singapore and the region over a multi-year period. In FY 2024, there were no termination, retirement or postemployment benefits granted to Directors, the Group CEO and KMP. There was also no special retirement plan, golden parachute or special severance package for any KMP. There were also no employees of the Group who are substantial shareholders of the Company or immediate family members8 of such a substantial shareholder, a Director or the Group CEO. Remuneration Policy for Non-Executive Directors The remuneration policy for non-executive Directors (except the Chairman) is based on a scale of fees divided into basic retainer fees for serving as a Director and additional fees for serving on Board Committees. There were no attendance fees payable, save for in-person participation by Directors at Board and Board Committee meetings that require Directors to travel overseas. The Chairman receives an all-inclusive fee (i.e., without any additional fee for serving on Board Committees). The Group CEO, who is also a Director, is remunerated as part of the Group and therefore does not receive any Director’s fees. 65 Annual Report 2024
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