Corporate Governance 80 CapitaLand Integrated Commercial Trust 5 Mr Tony Tan Tee Hieong is considered non-independent by virtue of his employment as CEO of the Manager. 6 Ms Janine Gui Siew Kheng is considered non-independent by virtue of her employment with CLI Group. 7 Mr Jonathan Yap Neng Tong is considered non-independent by virtue of his employment as CEO of CapitaLand Development, and as an executive director of CapitaLand Group Pte. Ltd., a substantial shareholder of the Manager and a substantial unitholder of CICT. Relevant relationships and Circumstances Considerations • Ms Jeann Low Ngiap Jong (Ms Low) is a Senior Advisor of Singtel. Ms Low was also a nonexecutive director of certain other subsidiaries of Temasek under the Singtel group (collectively, Singtel related Temasek Subsidiary), before stepping down in 2024. (2) Other relevant relationships and circumstances Mr Tan Boon Khai (Mr Tan) is the Chief Executive Officer of Jurong Town 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 wayleave and driveway licence fees by CICT Group to JTC in relation to IMM Building, a mall 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 and 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 wayleave and driveway licence fees in relation thereto, are nominal. These 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 each of Ms Teo, Mrs Quek, Mr Leo, Ms Low, and Mr Tan and is of the view that the relationships above did not interfere with the exercise of their independent judgement in the discharge of their duties and responsibilities as a Director. Mr Stephen Lim Beng Lin (Mr Lim) does not have any relationships and is not faced with any of the circumstances identified in the Code, SFR and Listing Manual, or other relationships which may affect his independent judgement. The Board is of the view that these Directors have exercised independent judgement in the discharge of their duties and responsibilities. The Board therefore determined that Ms Teo, Mrs Quek, Mr Leo, Ms Low, Mr Lim and Mr Tan are independent Directors. The Board is of the view that as at the last day of FY 2024, Ms Teo, Mrs Quek, Mr Leo, Ms Low, Mr Lim, and Mr Tan were able to act in the Unitholders’ best interests in respect of the period in which they served as Directors in FY 2024. Based on the assessment, other than Mr Tony Tan Tee Hieong5, Ms Janine Gui Siew Kheng6 and Mr Jonathan Yap Neng Tong7, all members of the Board are considered to be independent Directors. Board Diversity The Board embraces diversity and has a Board Diversity Policy which provides for the Board to comprise talented and dedicated Directors with a diverse mix of expertise, experience, perspectives, skills and backgrounds, with due consideration to diversity factors, including diversity in business or professional experience, age and gender. The Board values the benefits that diversity can bring to the Board in its deliberations by enhancing decision-making capacity, avoiding groupthink and fostering constructive debate, which contributes to the effective governance of CICT's business and long-term sustainable growth.
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