CapitaLand Integrated Commercial Trust - Annual Report 2021

(e) does not have an immediate family member who is employed or has been employed by the Manager or CICT or their related corporations in the current 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, annually, 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. Thereafter, the NRC's recommendation is presented to the Board for its approval. Each ID is required to recuse himself or herself from the NRC's and the Board’s deliberations on his or her independence. In appropriate cases, 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 Manager when there is any change of circumstances which may affect his or her independence. The Board, through the NRC, has carried out the assessment of the independence of the IDs for FY 2021, and the paragraphs below set out the outcome of the assessment. Each of the IDs had recused himself or herself from the NRC's and the Board’s deliberations on his or her independence. Ms Teo Swee Lian Ms Teo is a non-executive director of Singapore Telecommunications Limited (Singtel) which provides telecommunication services to the CICT Group and CLI and its subsidiaries (CLI Group). Singtel is also a tenant of some shopping malls in CICT’s portfolio. Ms Teo’s role in Singtel is non-executive in nature and she is not involved in the business operations of Singtel. She was not involved in the process or approval of (i) the engagement of Singtel by the CICT Group or the CLI Group for the provision of telecommunication services; and (ii) the Singtel leases entered into between the CICT Group and Singtel. The aforementioned transactions are conducted in the ordinary course of business, on arm’s length basis and based on normal commercial terms and market rates. In addition to her directorship in Singtel which is a subsidiary of Temasek Holdings (Private) Limited (Temasek), Ms Teo also serves as a non-executive director of an associated company of Temasek. Temasek is deemed to be a substantial Unitholder through its direct and indirect interest in CLI, which is a substantial Unitholder of CICT. Ms Teo’s role in this corporation is non-executive in nature and she is not involved in the day-to-day conduct of the business of this corporation. This corporation is an independently managed company under Temasek and the role does not require her to nor result in her having to act in accordance with any instructions, directions or wishes of Temasek in relation to the corporate affairs of CICT and the Manager. The Board has considered the conduct of Ms Teo in the discharge of her duties and responsibilities as a Director, and is of the view that the relationships set out above did not impair her ability to act with independent judgement in the discharge of her duties and responsibilities as a Director. Save for the relationships stated above, Ms Teo 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 her independent judgement. The Board is therefore of the view that Ms Teo has exercised independent judgement in the discharge of her duties and responsibilities. Based on the above, the Board arrived at the determination that Ms Teo is an ID. Ms Teo will recuse herself from participating in any Board’s deliberation on any transactions that could potentially give rise to a conflict of interest. Mrs Quek Bin Hwee Mrs Quek served as a non-executive Director of The Hongkong and Shanghai Banking Corporation Limited, (HSBC), which provides banking services to the CICT Group and CLI Group; HSBC’s wholly owned subsidiary, the Trustee, provides trustee services to the CICT Group. In FY 2021, HSBC was also a tenant at The Atrium@Orchard, which is a property in CICT’s portfolio. Mrs Quek stepped down from HSBC in June 2021. Mrs Quek’s role in HSBC was non-executive in nature and she was not involved in the day-to-day conduct of the business of HSBC and Annual Report 2021 177 Corporate Governance