The aggregate amount of remuneration awarded by the Manager to its staff (including CEO and non executive Directors) in respect of FY 2023 was approximately S$6.33 million. This figure comprised fixed pay of S$3.60 million, variable pay of S$2.44 million (including Units issued under the Unit Plans, where applicable) and allowances and benefits-in-kind of S$0.29 million. There was a total of 24 beneficiaries of the remuneration described above. In respect of FY 2023, 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$3.77 million, comprising 6 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 2023 fees, together with a breakdown of the components, are set out in the Non-Executive Directors' Remuneration Table on page 168 of this AR. 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 serving on Board Committees. The non-executive Directors’ fee structure and Directors’ fees are reviewed and benchmarked against the REIT industry and are appropriate to the level of their respective contributions 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 for his role as an executive director. 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 (i) 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, (ii) Mr Jonathan Yap Neng Tong’s fees are paid fully in cash to his employing entity, CapitaLand Group Pte. Ltd, and (iii) Mr Tan Boon Khai's fees are paid fully in cash to a government agency, The Directorship & Consultancy Appointments Council. 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-termgrowth and value. The payment of non-executive Directors' fees in Units is satisfied from 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 a 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 appointed in FY 2023 to provide professional advice on Board remuneration, with a view to ensuring the fee structure is market competitive and consistent with industry practices. The consultant is not related to the Manager, its controlling shareholder, related corporations or any of its Directors. ACCOUNTABILITY AND AUDIT Principle 9: Risk Management and Internal Controls The Manager maintains adequate and effective systems of risk management and internal controls (including financial, operational, compliance and information technology (IT) controls) to safeguard Unitholders' interests and the CICT Group's assets. The Board has overall responsibility for the governance of risk and oversees the Manager in the design, implementation and monitoring of the risk management and internal controls systems. The ARC assists the Board in carrying out the Board's responsibility of overseeing CICT's risk management framework and policies for CICT Group. 154 CAPITALAND INTEGRATED COMMERCIAL TRUST CORPORATE GOVERNANCE
RkJQdWJsaXNoZXIy NTkwNzg=