CapitaLand Integrated Commercial Trust - Annual Report 2021

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 role in Singtel and directorship in Amobee which are subsidiaries of Temasek, Ms Low also serves as a non-executive director of certain other subsidiaries 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 Low’s role in these corporations is non-executive in nature and she is not involved in the day-to-day conduct of the business of these corporations. 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 has considered the conduct of Ms Low 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 Low 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 Low has exercised independent judgement in the discharge of her duties and responsibilities. Based on the above, the Board arrived at the determination that Ms Low is an ID. Ms Low will recuse herself from participating in any Board’s deliberation on any transactions that could potentially give rise to a conflict of interest. Mr Stephen Lim Beng Lin Mr Lim served as a non-executive director of NTUC Fairprice Co-operative Limited (NTUC) which is a tenant in some of the malls in CICT’s portfolio. He stepped down from NTUC in May 2021. Mr Lim also serves as a board member of the Housing and Development Board (HDB), which had purchased CapitaVouchers from the CLI Group in FY 2020. Mr Lim’s role in NTUC and HDB is non-executive in nature and he was not involved in the business operations of NTUC or HDB. He was not involved in (i) the process or approval of the leases entered into between the CICT Group and NTUC; and (ii) the process of negotiations of the sale of CapitaVouchers by the CLI Group to NTUC. The aforementioned transactions with the CICT Group and CLI Group are conducted in the ordinary course of business, on arm’s length basis and based on normal commercial terms and market rates. The Board has considered the conduct of Mr Lim 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 Lim 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 Lim has exercised independent judgement in the discharge of his duties and responsibilities. Based on the above, the Board arrived at the determination that Mr Lim is an ID. Mr Lim will recuse himself from participating in any Board’s deliberation on any transactions that could potentially give rise to a conflict of interest. The Board is of the view that as at the last day of FY 2021, each of Ms Teo, Mrs Quek, Mr Leo, Ms Low and Mr Lim was able to act in the best interests of all the Unitholders in respect of the period in which they served as directors in FY 2021. Board Diversity The Board embraces diversity and has formally adopted a Board Diversity Policy. The Board Diversity Policy provides for the Board to comprise talented and dedicated Directors with a diverse mix of expertise, experience, perspectives, skills and backgrounds, with due consideration to diversity factors, including but not limited to, diversity in business or professional experience, age and gender. The Board believes in diversity and values the benefits that diversity can bring to the Board in its deliberations by avoiding groupthink and fostering constructive debate. Diversity enhances the Board’s decision-making capability and ensures that the Manager has the opportunity to benefit from all available talent and perspectives. The NRC, in carrying out its duties of determining the optimal composition of the Board in its Board renewal process, identifying possible candidates and making recommendations of board appointments to the Board, considers diversity factors such as age, educational, business and professional backgrounds of its members. Annual Report 2021 179 Corporate Governance