76 CapitaLand Ascendas REIT Corporate Governance leadership in situations where the Chairman is conflicted and especially where the Chairman is not independent. As the Chairman is an ID, CLAR has accordingly not appointed a lead ID. Profiles of the Directors and their roles are set out on pages 11 to 13 of this Annual Report. The Board, through the NRC, reviews the size and composition of the Board and Board Committees regularly, to ensure that they are appropriate to support effective deliberations and decision-making, and the composition reflects a strong independent element and diversity of thought and background. The review takes into account the scope and nature of the CLAR Group's operations, external environment and competition. The Board, through the NRC, assesses annually (and when circumstances require) the independence of each Director in accordance with the requirements of the Listing Manual and the Code (including where relevant, the recommendations in the accompanying Practice Guidance (Practice Guidance)), and the Securities and Futures (Licensing and Conduct of Business) Regulations (SFR). Under the Code, a Director is considered independent if he/she is independent in conduct, character and judgement, has no relationship with the Manager, its related corporations, its substantial shareholders, CLAR’s substantial unitholders (being Unitholders who have interests in voting Units of 5% or more of the total votes attached to all voting Units) or the Manager's officers, that could interfere, or be reasonably perceived to interfere with the exercise of his/her independent business judgement in CLAR’s best interests4. There is a rigorous process to evaluate the independence of the Directors: (a) each Director discloses his/her business interests and confirms annually that there are no relationships which interfere with the exercise of his/her independent business judgement in the Unitholders’ best interests; such information is reviewed by the NRC; and (b) the NRC considers the Directors' conduct and contributions at Board and Board Committee meetings, in particular, whether he/she has exercised independent business judgement in discharging his/her duties. 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 2026 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 CLAR Group and/or the CLI Group, and (b) directorships in related corporations and/or associated corporations of Temasek Holdings (Private) Limited (Temasek), a controlling unitholder of CLAR and controlling shareholder of the Manager through its indirect interest in CLI. All Directors have recused themselves from the NRC’s and the Board’s deliberations on their own independence. 4 Under the Listing Manual, a director will not be considered independent under the following circumstances: (i) if he/she is or has been employed by the issuer or any of its related corporations in the current or any of the past three financial years; (ii) if he/she has an immediate family member who is or has been employed by the issuer or any of its related corporations in the current or any of the past three financial years, and whose remuneration is or was determined by the Board and/or NRC; or (iii) if he/she has been a director of the issuer for an aggregate period of more than nine years (whether before or after listing) in which case, such director may continue to be considered independent until the conclusion of the next annual general meeting of the issuer.
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