79 Annual Report 2024 Thereafter, the NRC’s recommendation is presented to the Board for its approval. Directors must recuse themselves from the NRC’s and the Board’s deliberations on their own independence. The NRC also reviews the independence of an ID when there is a change in their circumstances and makes recommendations to the Board. IDs are required to report to the Manager any changes which may affect their independence. The outcome of the Board’s assessment in February 2025 is set out below. In reviewing the Directors’ independence, the NRC considered the relevant relationships and circumstances of each Director, including those specified in the Listing Manual, the SFR and the Code. These include: (a) appointments in organisations which have a business relationship with the CICT Group and/or the CLI Group, and (b) directorships in related corporations and/or associated corporations of Temasek Holdings (Private) Limited (Temasek), a substantial unitholder of CICT through its indirect interest in CLI. All Directors have recused themselves from the NRC’s and the Board’s deliberations on their own independence. Relevant relationships and Circumstances Considerations (1) Appointments in organisations which have a business relationship with the CICT Group and/or CLI Group and Directorships in related corporations and/or associated corporations of Temasek • Ms Teo Swee Lian (Ms Teo) is a non-executive director of HSBC Holdings PLC (HSBC). HSBC is one of the banks that CICT Group and CLI Group work with for its financing requirements. HSBC’s wholly owned subsidiary, the Trustee, provides 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 is also a non-executive director of an associated company of Temasek and such associated company’s subsidiary (collectively, Temasek Associates). (a) (i) Ms Teo’s roles in HSBC, Singtel, AIA and the Temasek Associates; (ii) Mrs Quek’s roles in CCS, SIAEC and GBTB; (iii) Mr Leo’s role in GEGIL and GELAC; (iv) Ms Low’s roles in Singtel and the Singtel related Temasek Subsidiary are/were nonexecutive in nature. They are/were not involved in the business operations of such corporations. (b) Ms Teo, Mrs Quek, Mr Leo and Ms Low were not and will continue not to be involved in the approval process for the engagement of HSBC group, Singtel group, AIA group, CCS group, GBTB, GEGIL and GELAC. (c) Any engagement with the HSBC group, Singtel group, AIA group, CCS group, GBTB, GEGIL and GELAC has been or will be decided by the management of CICT or CLI Group in the ordinary course of business, on arm’s length basis and on normal commercial terms and/or market rates. (d) If there are any engagements of HSBC group, Singtel group, AIA group, CCS group, GBTB, GEGIL and GELAC requiring the Board’s approval or where any potential conflict of interest may arise, the relevant Directors will recuse themselves from any deliberations and abstain from voting on such engagements. (e) With respect to (i) Ms Teo’s roles in Singtel and the Temasek Associates; (ii) Mrs Quek’s roles in CCS and SIAEC; (iii) Ms Low’s roles in Singtel and the Singtel related Temasek Subsidiary, each of them confirmed that they are 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. • Ms Teo was a non-executive director of: (i) Singapore Telecommunications Limited (Singtel), before stepping down in July 2024. Singtel, a subsidiary of Temasek, provides telecommunication services to the CICT Group and CLI Group, and is a tenant of some malls in CICT’s portfolio. CLI Group provided campaign management and marketing services through the CapitaStar app (CLI’s lifestyle and loyalty app) to Singtel; and (ii) AIA Group Limited (AIA), before stepping down in August 2023. AIA rented event spaces at some of the malls and leased an office unit, in CICT’s portfolio. AIA group also provides Employees Insurance Benefits Scheme to employees of CICT Group and CLI Group. • Mrs Quek Bin Hwee (Mrs Quek) is a non-executive director of Certis Cisco Security Pte. Ltd. (CCS), SIA Engineering Company Limited (SIAEC), and Gardens by the Bay (GBTB). • CCS and SIAEC are subsidiaries of Temasek. CCS group provides security and integrated services to the CICT Group and CLI Group. • Also, CLI Group rented event spaces at GBTB. • Mr Leo Mun Wai (Mr Leo) is a non-executive director of Great Eastern General Insurance Limited (GEGIL), which provided a range of corporate insurance plans and coverage for Industrial All Risks, and claim settlement services, to the CICT Group and CLI Group. Mr Leo is also a non-executive director of The Great Eastern Life Assurance Company Limited (GELAC), which was one of the lenders in a syndicated term loan facility granted to the CICT Group.
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