85 Annual Report 2024 REMUNERATION MATTERS Principles 6, 7 and 8: Procedures for Developing Remuneration Policies, Level and Mix of Remuneration and Disclosure on Remuneration All fees and remuneration payable to Directors, key management personnel (including the CEO) and staff of the Manager are paid by the Manager. The Board, assisted by the NRC, has a formal and transparent procedure for developing policies on Director and executive remuneration, recommending the individual Directors’ remuneration packages to the Board for shareholders’ approval, as well as determining the remuneration of key management personnel (KMP). All NRC members are non-executive Directors, the majority of whom (including the NRC chairman) are independent Directors. Under the NRC’s terms of reference, its key responsibilities are: (1) To oversee the Manager’s leadership development and succession planning for the CEO. The NRC oversees the process for selection of the CEO and reviews annually the career development and succession matters for the CEO. The Manager is committed to developing a strong talent pipeline to sustain its business growth, leveraging on CLI’s established talent identification and succession processes. The NRC decides on the appointment of the CEO; and (2) To review and recommend to the Board, remuneration frameworks for the Board and KMP; including reviewing the specific remuneration packages for each Director as well as for the KMP; and the administration of the Manager’s Unit Plans. The Board sets the remuneration policies to support the CICT Group’s business strategy and deliver sustainable returns to Unitholders. In its deliberations, the NRC also takes into consideration industry practices and norms in compensation to ensure market competitiveness. The NRC considers all aspects of remuneration, including termination terms, to ensure they are fair, and has access to remuneration consultants for advice on remuneration matters as required. It approves the specific remuneration package for each KMP (including the CEO), and recommends to the Board for endorsement on the specific remuneration package for each Director. While Provision 6.1 of the Code provides for the NRC to make recommendations to the Board on such matters, the Board is of the view that such matters are best reviewed and determined by the NRC as part of its focused scope and has delegated the decision-making on such matters to the NRC. The NRC reports any decisions made on such matters to the Board. This is accordingly consistent with the intent of Principle 6 of the Code. In FY 2024, the NRC appointed an independent remuneration consultant, Willis Towers Watson (WTW), to provide professional advice on Board and executive remuneration. The appointed independent remuneration consultant advises the NRC on the compensation of the KMPs including, but not limited to, the reasonableness of compensation levels in relation to the performance achieved, the competitiveness of compensation levels against relevant industry peers, compensation trends and practices around the world. The consultant is not related to the Manager or any Directors, its controlling shareholder or its directors or CLI’s related corporations. Remuneration Policy and Framework The remuneration policy and framework, which takes reference from the compensation framework of CLI, is designed to support the implementation of the CICT Group’s business strategy and deliver sustainable returns to Unitholders. The Manager is a subsidiary of CLI which also holds a significant stake in CICT. This association facilitates the Manager in attracting and retaining better qualified management talent. It further provides an intangible benefit to the employees of the Manager by offering the depth and breadth of experience associated with an established corporate group and enhanced career development opportunities. The Remuneration Policy has four key principles: BUSINESS ALIGNMENT • Focuses on generating rental income and enhancing asset value over time so as to maximise returns from investments and ultimately the distributions and total returns to Unitholders. • Provides sound and structured funding to ensure affordability and cost-effectiveness in line with performance goals. • Enhances retention of key talents to build strong organisational capabilities. • Strengthens alignment to ESG practices. FAIR & APPROPRIATE • Ensures competitive remuneration relative to the appropriate external talent markets. • Manages internal equity such that remuneration is viewed as fair across the CICT Group. • Puts significant and appropriate portion of payat-risk, taking into account risk policies of the CICT Group, symmetric with risk outcomes and sensitive to risk time horizon.
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