Corporate Governance Directors’ fees are paid to non-executive Directors on a current year basis, subject to shareholders’ approval at the AGM. The fees are paid in a combination of cash and shares, in the proportions of about 70% in cash and about 30% in the form of share awards under the RSP, unless otherwise determined by the ERCC. Currently, the cash component of Directors’ fees is paid half-yearly in arrears with the share component being paid after the second half year, except that non-executive Directors who step down from the Board before the payment of the share component will receive all of their Directors’ fees in cash. The Directors’ fees are competitively benchmarked to the market on an annual basis, taking into account the level of contribution of the non-executive Directors with regard to effort, time spent and responsibilities, and reviewed to ensure that it is appropriate to attract, retain and motivate the Directors to provide good stewardship of the Company. The non-executive Directors’ remuneration (including any share awards granted under the RSP in lieu of cash) does not include any performance-related elements. Complimentary accommodation and other benefits may be extended by the Company to its non-executive Directors in any given year. Such benefits are discretionary and not as a matter of right. No individual Director can decide his or her own remuneration. Directors’ fees are reviewed and recommended by the ERCC to the Board for endorsement before the Directors’ remuneration for the relevant financial year is put forward for shareholders’ approval at the AGM. These measures serve to ensure that the independence of the non-executive Directors is not compromised by their remuneration. Remuneration Framework for Non-Executive Directors The Directors’ remuneration is paid only following receipt of shareholders’ approval at the AGM. The fee structure for nonexecutive Directors for FY 2024 remained the same as that of FY 2023, and will remain unchanged for FY 2025: Basic retainer fee S$ Board Chairman 750,0001 Lead Independent Director 149,000 Director 114,000 Fee for appointment to Audit Committee and Executive and Sustainability Committee2 Committee Chairman 71,000 Committee member 51,000 Fee for appointment to other Board Committees Committee Chairman 52,000 Committee member 32,000 Attendance fee for Board/Board Committee meetings (per trip) Overseas meeting(s) (in region3) 3,000 Overseas meeting(s) (out of region4) 10,000 1 The fee is all-inclusive and there will be no separate Board retainer fee, Board Committee fee or attendance fee for the Board Chairman. 2 The ESC was formed from the merger of the EXCO and the SSC on 1 January 2025. 3 Up to 15 hours travel time (both ways) for travel within the region. 4 More than 15 hours travel time (both ways) for travel beyond the region. 66 CapitaLand Investment Limited Directors’ and Group CEO’s Remuneration for FY 2024 Directors and Group CEO of the Company Salary inclusive of employer’s CPF (S$) Bonus inclusive of employer’s CPF (S$) Benefits- in-kind (S$) Deferred compensation awards (S$) Directors’ fees (S$) Directors’ benefits (S$) Total remuneration (S$) Cash component Share component Director and Group CEO Lee Chee Koon 1,132,272 (21%) 1,758,4681 (33%) 62,278 (1%) 2,417,3892 (45%) – – – 5,370,4073 (100%) Sub-Total 1,132,272 1,758,468 62,278 2,417,389 – – – 5,370,407 NonExecutive Directors Miguel Ko – – – – 525,000 (69%) 225,000 (30%) 10,231 (1%) 760,231 (100%) Anthony Lim Weng Kin – – – – 192,268 (70%) 82,400 (30%) 500 (n.m.4) 275,168 (100%) Chaly Mah Chee Kheong – – – – 167,300 (69%) 71,700 (30%) 2,754 (1%) 241,754 (100%) Kee Teck Koon5 – – – – 68,777 (100%) – 177 (n.m.4) 68,954 (100%) Gabriel Lim Meng Liang6 – – – – 200,667 (98%) – 3,500 (2%) 204,167 (100%) Judy Hsu Chung Wei – – – – 140,700 (69%) 60,300 (29%) 3,482 (2%) 204,482 (100%) David Su Tuong Sing – – – – 143,967 (70%) 61,700 (30%) – 205,667 (100%) Helen Wong Siu Ming – – – – 179,983 (70%) 77,136 (30%) 343 (n.m.4) 257,462 (100%) Tan Sri Abdul Farid Alias – – – – 155,902 (70%) 66,815 (30%) – 222,717 (100%) Belita Ong – – – – 145,600 (69%) 62,400 (30%) 2,500 (1%) 210,500 (100%) Sub-Total 1,920,164 707,4517 23,487 2,651,1028 Total for Directors and Group CEO of the Company9, 10 1,132,272 1,758,468 62,278 2,417,389 2,627,615 23,487 8,021,509 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 coinvestment 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 "n.m." means not meaningful. 5 Mr Kee Teck Koon stepped down from the Board upon the conclusion of the 2024 AGM. 6 The Directors’ fees for Mr Gabriel Lim Meng Liang for the period from 1 January to 31 August 2024 were paid fully in cash to Directorship & Consultancy Appointments Council (DCAC), a government agency. Mr Lim had requested, and the DCAC had concurred, that his fees be donated entirely to a charitable organisation, the CapitaLand Hope Foundation. Following Mr Lim’s retirement from the Singapore Public Service on 1 September 2024, his fees for the period from 1 to 30 September 2024 were paid fully in cash to him. Following Mr Lim’s appointment as Joint Head, Corporate Strategy of Temasek International Pte. Ltd., a related corporation of the Company, on 1 October 2024, his fees for the period from 1 October to 31 December 2024 were paid fully in cash to Temasek International Pte. Ltd.. 7 The share awards granted pursuant to the RSP consist of fully paid shares, with no performance conditions attached and no vesting periods imposed. 8 At the 2024 AGM, shareholders approved the payment of Directors’ remuneration by the Company to the non-executive Directors of up to S$3,300,000 in aggregate for FY 2024, which was calculated based on the fee structure for non-executive Directors for FY 2024 taking into account, among others, the anticipated number of Board and Board Committee meetings for FY 2024 assuming full attendance in person by the overseas-based non-executive Directors and the number of non-executive Directors expected to hold office in FY 2024, as well as complimentary accommodation which may be provided to the non-executive Directors during the year. The amount also included a buffer to cater for contingencies such as, but are not limited to, the appointment of additional Directors during the year and/or the formation of additional Board Committees. 9 The Group CEO is remunerated as part of the Group. None of the non-executive Directors received remuneration from subsidiaries of the Company for FY 2024. 10 The Company and its subsidiaries do not operate any share option plan. Share awards granted under the PSP and/or RSP are long term incentives under the Group’s remuneration framework for executives and are disclosed under Deferred compensation awards. 67 Annual Report 2024
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