CapitaLand Integrated Commercial Trust - Annual Report 2021

the Trustee. She was not involved in the process or approval of (i) the engagement of HSBC and the Trustee by the CICT Group or the CLI Group for the provision of services; and (ii) the lease entered into between the CICT Group and HSBC. The aforementioned transactions were carried out in the ordinary course of business, on arm’s length basis and based on normal commercial terms. Mrs Quek is also a non-executive Director of Mapletree Oakwood Holdings Pte Ltd (MOH) and Certis Cisco Security Pte. Ltd. (CCS), subsidiaries of Temasek. CCS provides security services to the CICT Group and CLI Group. In addition, it had purchased CapitaVouchers from the CLI Group during FY 2021. Mrs Quek’s role in MOH and CCS is non-executive in nature and she is not involved in the day-to-day conduct of the business of MOH and CCS. MOH invests in a different asset class from CICT and so this role does not pose any conflict of interest issues for Mrs Quek. The services provided by CCS are in the ordinary course of business, on arm’s length basis and based on normal commercial terms. Mrs Quek was also not involved in the process of negotiations of the sale of CapitaVouchers by the CLI Group to CCS. These corporations are independently managed companies under Temasek and the roles do 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 therefore considers that the relationships set out above did not impair her independence and objectivity. The Board has considered the conduct of Mrs Quek 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, Mrs Quek 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 Mrs Quek has exercised independent judgement in the discharge of her duties and responsibilities. Based on the above, the Board arrived at the determination that Mrs Quek is an ID. Mrs Quek will recuse herself from participating in any Board's deliberation on any transactions that could potentially give rise to a conflict of interest. Mr Leo Mun Wai Mr Leo serves as a non-executive director of Great Eastern General Insurance Limited (GEGIL), which provided a range of corporate insurance plans and coverage for Industrial All Risks, Property Damages and Business Interruption and claim settlement services, to the CICT Group and CLI Group. Mr Leo also serves as a non- executive director of The Great Eastern Life Assurance Company Limited (GEL), which had purchased STAR$® under the CapitaStar app (CLI's lifestyle and loyalty app) from the CLI Group during FY 2021. CLI Group has also provided campaign management and marketing services through the CapitaStar app to GEL. Mr Leo's roles in GEGIL and GEL are non-executive in nature and he was not involved in the process, negotiations or approval of (i) the engagement by the CICT Group and CLI Group of GEGIL for the provision of corporate insurance plans and coverage and claim settlement services, and (ii) the sale of STAR$® by the CLI Group to GEL or the provision of campaign management and marketing services through the CapitaStar app by the CLI Group to GEL. The aforementioned transactions were carried out in the ordinary course of business, on arm’s length basis and based on normal commercial terms. The Board has considered the conduct of Mr Leo in the discharge of his duties and responsibilities as a Director, and is of the view that the relationships set out above did not impair his ability to act with independent judgement in the discharge of his duties and responsibilities as a Director. Save for the relationships stated above, Mr Leo 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 his independent judgement. The Board is therefore of the view that Mr Leo has exercised independent judgement in the discharge of his duties and responsibilities. Based on the above, the Board arrived at the determination that Mr Leo is an ID. Mr Leo will recuse himself from participating in any Board’s deliberation on any transactions that could potentially give rise to a conflict of interest. Ms Jeann Low Ngiap Jong Ms Low was the Group Chief Corporate Officer of Singtel from April 2015 to April 2021 and presently serves as Singtel’s Senior Advisor; she also serves as a non-executive director of Amobee Asia Pte. Ltd. (Amobee). Singtel and Amobee provide telecommunication services and digital advertising services, respectively, to the CICT Group and CLI Group. Singtel is also a tenant of some shopping malls in CICT’s portfolio. Ms Low’s roles in Singtel and Amobee is non-executive in nature and she is not involved in the business operations of Singtel or Amobee. She was not involved in the process or approval of (i) the engagement of Singtel and Amobee by the CICT Group or the CLI Group for the provision of telecommunication services and digital advertising services, respectively; and (ii) the CapitaLand Integrated Commercial Trust 178 Corporate Governance