Corporate Governance 96 CapitaLand Integrated Commercial Trust (a) the Manager is a dedicated manager to CICT and will not manage any other REIT or be involved in any other real property business; (b) all resolutions at meetings of the Board in relation to matters concerning CICT must be decided by a majority vote of the Directors, including at least one ID; (c) in respect of matters in which CLI and/or its subsidiaries have an interest, whether direct or indirect, any nominees appointed by CLI and/or its subsidiaries to the Board will abstain from voting. In such matters, the quorum must comprise a majority of IDs and shall exclude such nominee Directors of CLI and/or its subsidiaries; (d) in respect of matters in which a Director or his/ her associates have an interest, whether direct or indirect, such interested Director will abstain from voting. In such matters, the quorum must comprise a majority of the Directors and shall exclude such interested Director(s); (e) if the Manager is required to decide whether or not to take any action against any person in relation to any breach of any agreement entered into by the Trustee for and on behalf of CICT with an affiliate of the Manager, the Manager is obliged to consult with a reputable law firm (acceptable to the Trustee) which shall provide legal advice on the matter. If the said law firm is of the opinion that the Trustee, on The procedures include the following: Interested Person Transactions1 Approving Authority, Procedures and Disclosure S$100,000 and above per transaction (which singly, or when aggregated with other transactions2 with the same interest person (Interested Person) in the same financial year is less than 3.0% of CICT’s latest audited net tangible assets/NAV3) • Management • ARC Transaction2 which: (a) is equal to or exceeds 3.0% of CICT’s latest audited net tangible assets/NAV; or (b) when aggregated with other transactions2 with the same Interested Person in the same financial year is equal to or exceeds 3.0% of CICT’s latest audited net tangible assets/NAV • Management • ARC • Immediate Announcement Transaction2 which: (a) is equal to or exceeds 5.0% of CICT’s latest audited net tangible assets/NAV; or (b) when aggregated with other transactions2,4 with the same Interested Person in the same financial year is equal to or exceeds 5.0% of CICT’s latest audited net tangible assets/NAV • Management • ARC • Immediate Announcement • Unitholders4 1 This table does not include the procedures applicable to IPTs falling under the exceptions set out in Rules 915 and 916 of the Listing Manual. 2 Any transaction of less than S$100,000 in value is disregarded. 3 NAV means net asset value. 4 In relation to approval by Unitholders for transactions that are equal to or exceed 5.0% of CICT’s latest audited net tangible assets/ NAV (whether singly or aggregated), any transaction which has been approved by Unitholders, or is the subject of aggregation with another transaction that has been approved by Unitholders, need not be included in any subsequent aggregation. A summary of IPTs of S$100,000 and above will be reviewed by the Trustee on a quarterly basis, while the summary of all IPTs within the financial year will be submitted by CLI IA to the ARC for review annually. Guidelines and procedures established to monitor IPTs will be audited by CLI IA on a periodic basis. The Manager maintains a register to record all IPTs entered into by CICT (and the basis on which they are entered into, including quotations obtained to support such basis). All IPTs of S$100,000 and above are subject to regular periodic reviews by the ARC, which in turn obtains advice from CLI IA, to ascertain that the guidelines and procedures established to monitor IPTs, have been complied with. The review includes an examination of the nature of the transaction and its supporting documents or such other information deemed necessary by the ARC. ARC members with an interest in any IPT are required to abstain from the review and approval process in relation to that transaction. Details of all IPTs (except those under S$100,000) in FY 2024 are disclosed on pages 200 to 201 of this annual report. Dealing with Conflicts of Interest The following principles and procedures have been established to deal with potential conflicts of interest which the Manager (including its Directors, KMP and employees) may encounter in managing CICT:
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