In addition to her role in Singtel which is a subsidiary of Temasek, Ms Low also serves as a non-executive director of certain other subsidiaries of Temasek under the Singtel group. Temasek is deemed to be a substantial unitholder of CICT through its 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. 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. 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 interfere with the exercise of her independent business 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 business judgement. The Board is therefore of the view that Ms Low has exercised independent business 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 Tan Boon Khai Mr Tan serves as the Chief Executive Officer of JTC Corporation (JTC). Leases/sub-leases have been entered into between JTC and CICT Group or CLI Group which includes (i) the payment of rent and various fees arising from such leases/sub-leases, and (ii) the payment of way leave and driveway licence fees by CICT Group to JTC in relation to IMM Building, which is a property in CICT's portfolio. The payment of land premium for renewal of the JTC lease for the land on which IMM Building is situated was made in 2004, which pre-dates Mr Tan's appointment in JTC as well as his appointment as a Director. The annual rent and various fees arising from the JTC lease for the land on which IMM Building is situated, as well as the way leave and driveway licence fees in relation thereto, are nominal. 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 Tan in the discharge of his duties and responsibilities as a Director, and is of the view that the relationships set out above did not interfere with the exercise of his independent business judgement in the discharge of his duties and responsibilities as a Director. Save for the relationships stated above, Mr Tan 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 business judgement. The Board is therefore of the view that Mr Tan has exercised independent business judgement in the discharge of his duties and responsibilities. Based on the above, the Board arrived at the determination that Mr Tan is an ID. Mr Tan will recuse himself 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 does not have any relationships, 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 business judgement. 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 Mr Lim has exercised independent business 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 2023, each of Ms Teo, Mrs Quek, Mr Leo, Ms Low, Mr Lim, and Mr Tan 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 2023. The remaining Directors, namely, Mr Tony Tan Tee Hieong and Ms Janine Gui Siew Kheng, are employees of CLI Group and are considered to be not independent. Mr Jonathan Yap Neng Tong is an employee of CapitaLand Group Pte. Ltd., a substantial shareholder of the Manager and a substantial unitholder of CICT. He is therefore considered to be not independent. Overview Leadership Performance Framework Other Information ANNUAL REPORT 2023 141
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