(c) is not a substantial shareholder of the Manager or a substantial unitholder of CICT; (d) is not employed and has not been employed by the Manager or CICT or their related corporations in the current or any of the past three financial years; (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/or NRC; 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 the Directors whom it considers as independent. As part of the process: (a) each such Director 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 gives consideration to the respective Directors' conduct and contributions at Board and Board Committee meetings, in particular, whether the relevant Director has exercised independent business 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 and makes its recommendations to the Board for its consideration and determination. 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 2023, and the paragraphs below set out the outcome of the assessment and the Board's determination of independence based on the information available and having taken into account the views of the NRC. 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 group is also a tenant of some shopping malls in CICT's portfolio. CLI Group also provided campaignmanagement and marketing services through the CapitaStar app to Singtel. Ms Teo also serves as a non-executive director of HSBC Holdings PLC (HSBC), with effect from 1 October 2023. HSBC and its subsidiaries (HSBC Group) provide banking, financial advisory and related services to CICT Group and CLI Group. HSBC's wholly owned subsidiary, the Trustee, provides professional trustee services to CICT Group. HSBC is also a tenant and licensee (in respect of rental of space for ATMs) in some of the malls in CICT’s portfolio. Ms Teo served as a non-executive director of AIA Group Limited (AIA), before stepping down from AIA on 31 August 2023. AIA rented event spaces at some of the malls in CICT’s portfolio and entered into a lease agreement for an office unit in CICT’s portfolio. Ms Teo’s roles in Singtel, HSBC and AIA are non-executive in nature and she was not involved in the business operations or day-to-day conduct of Singtel group, HSBC Group and AIA group. She was not involved in the process or approval of the aforementioned transactions, whichwere conducted in the ordinary course of business, on arm's length basis and based on normal commercial terms and/or 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 and such associated company's subsidiary. Temasek is deemed to be a substantial unitholder of CICT, through its indirect interest in CLI, which is a substantial unitholder of CICT. Ms Teo'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. She has also confirmed that she is not under any obligation, whether formal or informal, to act in accordance with the directions of Temasek in relation to the corporate affairs of CICT and the Manager. Overview Leadership Performance Framework Other Information ANNUAL REPORT 2023 139
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