CapitaLand Integrated Commercial Trust - Annual Report 2021

In FY 2021, there were no employees of the Manager who were substantial shareholders of the Manager, substantial Unitholders of CICT or immediate family members of a Director, the CEO, any substantial shareholder of the Manager or any substantial Unitholder of CICT. “Immediate family member” refers to the spouse, child, adopted child, step-child, sibling or parent of the individual. Disclosures under AIFMR The Manager is required under the AIFMR to make quantitative disclosures of remuneration. Disclosures are provided in relation to (a) the staff of the Manager; (b) staff who are senior management; and (c) staff who have the ability to materially affect the risk profile of CICT. All individuals included in the aggregated figures disclosed are rewarded in line with the Manager’s remuneration policies described in this Report. The aggregate amount of remuneration awarded by the Manager to its staff (including CEO and non-executive Directors) in respect of FY 2021 was approximately S$4.66 million. This figure comprised fixed pay of S$2.53 million, variable pay of S$1.90 million (including Units issued under the Unit Plans, where applicable) and allowances and benefits-in-kind of S$0.23 million. There was a total of 23 beneficiaries of the remuneration described above. In respect of FY 2021, the aggregate amount of remuneration awarded by the Manager to its senior management (which are also members of staff whose actions have a material impact on the risk profile of CICT) was approximately S$3.02 million, comprising seven individuals identified having considered, among others, their roles and decision-making powers. Remuneration for Non-Executive Directors The non-executive Directors’ fees are paid by the Manager and the FY 2021 fees, together with a breakdown of the components, are set out in the Non-Executive Directors’ Remuneration Table on page 203 of this Annual Report. The compensation policy for non-executive Directors is based on a scale of fees divided into basic retainer fees for serving as Director and additional fees for attendance and serving on Board Committees. The Non-Executive Directors’ fee structure and Directors’ fees are reviewed and benchmarked against the REIT industry and taking into account the effort, time spent and demanding responsibilities on the part of the non-executive Directors in light of the scale, complexity and geographic scope of the CICT Group’s business. The remuneration of non- executive Directors is reviewed from time to time to ensure that it is appropriate to attract, retain and motivate the non-executive Directors to provide good stewardship of the Manager and CICT. The CEO, who is an executive Director, is remunerated as part of the key management personnel of the Manager and does not receive any Director’s fees. The non-executive Directors who are employees of the CLI Group also do not receive any Directors’ fees. The non-executive Directors’ fees are paid in cash (about 80%) and in the form of Units (about 20%), save that a non-executive Director (not being an employee of the CLI Group) who steps down from the Board during a financial year will be paid fees fully in cash. The Manager believes that the payment of a portion of the non- executive Directors’ fees in Units will serve to align the interests of non-executive Directors with the interests of Unitholders and CICT’s long-term growth and value. The payment of Non-Executive Directors’ fees in Units is satisfied out of the Units held by the Manager. No individual Director is involved in any decision of the NRC relating to his or her own remuneration. In order to encourage the alignment of the interests of the non-executive Directors with the interests of Unitholders, a non-executive Director is required to hold the number of Units worth at least one year of the basic retainer fee or the total number of Units awarded, whichever is lower, at all times during his or her Board tenure. As with previous years, an independent remuneration consultant, Willis Towers Watson, was engaged in FY 2021 to provide professional advice on Board remuneration, with a view to ensuring the fee structure remains in line with market. The framework for the non-executive Directors’ fees has remained unchanged from that of the previous financial year. Annual Report 2021 189 Corporate Governance