Ascendas REIT - Annual Report 2021
Corporate Governance The Board, through the NRC, has carried out the assessment of the independence of the IDs for FY2021, and the paragraphs below set out the outcome of the assessment. Each of the IDs had recused himself or herself from the NRC’s and the Board’s deliberations on his or her independence. Dr Beh Swan Gin Dr Beh Swan Gin is not faced with any of the circumstances identified in the Code, SFR and Listing Manual, and does not have any other relevant relationships which may affect his independent judgement. Dr Beh is the Chairman of Economic Development Board of Singapore (a statutory board which is responsible for strategies that enhance Singapore's position as a global centre for business, innovation and talent). This role does not require him to take or subject him to any obligation to follow any instructions from any government authorities in relation to the corporate affairs of the Manager or Ascendas Reit. This role also generates no conflict of interest issue in respect of his role as a Director of the Manager. The Board has considered whether Dr Beh had demonstrated independence in character and judgement in the discharge of his duties and responsibilities as a director and concluded that Dr Beh had acted with independent judgement. On the basis of the declaration of independence provided by Dr Beh and the guidance in the Code, SFR and Listing Manual, the Board arrived at the determination that Dr Beh is an Independent Director. Mr Chan Pengee, Adrian Mr Chan Pengee, Adrian is the Senior Partner and Head of Corporate department at Lee & Lee (L&L) which provides legal services to some of the subsidiaries of CLI (CLI-Sub). The engagement of L&L to provide legal services to CLI-Sub was made by the management teams within CLI-Sub and Mr Chan has no involvement in the process or in the approval of such engagement. These services are provided in the ordinary course of business, on arm’s length basis and based on normal commercial terms. Mr Chan is also a non-executive director/member of various companies and organisations (collectively, Organisations and individually, an Organisation) which may have business relationships with CLI and its subsidiaries (CLI Group) in respect of various matters, including but not limited to services provided to/by the CLI Group, membership subscription fees paid by the CLI Group, leases by the CLI Group and/or filing fees paid by the CLI Group. Mr Chan’s role in each Organisation is non-executive in nature and he is not involved in the day-to-day conduct of the business of such Organisations. Mr Chan was not involved in any decision by such Organisations to enter into business relationships with the CLI Group. Mr Chan is also a non-executive director of a few subsidiaries of Temasek Holdings (Private) limited (Temasek). Temasek is a controlling shareholder of the Manager and a controlling unitholder of Ascendas Reit. Mr Chan’s roles in these corporations are non-executive in nature and he is not involved in the day-to-day conduct of the business of these corporations. Mr Chan has confirmed that he serves on the Manager’s board in his personal capacity and not as a representative of Temasek, and he is not under any obligation, whether formal or informal, to act in accordance with the directions of Temasek in relation to the affairs of the Manager and Ascendas Reit. The Board has considered the conduct of Mr Chan in the discharge of his duties and responsibilities as a Director, and is of the view that the relationships set out above did not impair his ability to act with independent judgement in the discharge of his duties and responsibilities as a Director. Save for the relationships stated above, Mr Chan does not have any other relevant relationships and is not faced with any of the circumstances identified in the Code, SFR and Listing Manual, which may affect his independent judgement. The Board is therefore of the view that Mr Chan has exercised independent judgement in the discharge of his duties and responsibilities. Based on the above, the Board arrived at the determination that Mr Chan is an Independent Director. Mr Daniel Cuthbert Ee Hock Huat Mr Daniel Cuthbert Ee Hock Huat is the non-executive chairman and a director of Keppel Infrastructure Fund Management Pte Ltd (KIFM), an associated corporation of Temasek. Mr Ee’s role in KIFM is non-executive in nature and he is not involved in the day-to-day conduct of the business of KIFM. Mr Ee has confirmed that he serves on the Manager’s board in his personal capacity and not as a representative of Temasek, and he is not under any obligation, whether formal or informal, to act in accordance with the directions of Temasek in relation to the affairs of the Manager and Ascendas Reit. Annual Report 2021 117
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