Page 25 - Report_to_Unitholders_2012

The Board of Directors of theManager (Board) is responsible
for managing and directing the Manager, in furtherance of
the Manager’s primary responsibility to manage the assets
and liabilities of CRCT for the beneft of Unitholders. Each
Director must act honestly, with due care and diligence.
Decisions are taken objectively in the interests of CRCT. The
Manager has adopted guidelines, details of which are set
out on pages 31 to 32 for Interested Person Transactions
(as defned below) and dealing with conficts of interest.
The Board provides leadership to theManager, sets strategic
directions and oversees the competent management
of CRCT, including the provision of necessary fnancial
and human resources to meet its objectives. The Board
establishes goals for management and monitors the
achievement of these goals. It ensures that proper and
effective controls are in place to assess and manage
business risks, and compliance with requirements under
the Listing Manual, the Property Funds Appendix, as well as
any other applicable guidelines prescribed by the SGX-ST,
the MAS or other relevant authority, and applicable laws.
It also sets the disclosure and transparency standards for
CRCT and ensures that obligations to Unitholders and
other stakeholders are understood and met.
The Board meets regularly to discuss and review the
Manager’s key activities, including its business strategies
and policies for CRCT. Board meetings are scheduled
in advance and are held at least once every quarter, to
deliberate on the strategy of CRCT, including any signifcant
acquisitions and disposals, review the annual budget,
review the performance of CRCT’s businesses, review
the fnancial performance of the Manager and CRCT and
approve the release of the quarterly and full-year results.
Additional Board meetings are held, where necessary, to
consider signifcant transactions or issues. The Articles
of Association of the Manager permit Board meetings to
be held by way of teleconference and videoconference.
In the discharge of its functions, the Board is supported
by an Audit Committee which serves to ensure that there
are appropriate checks and balances. The Board is also
supported by a Corporate Disclosure Committee and
Executive Committee. Each of these Board committees
operates under delegated authority from the Board. Other
committees may be formed as dictated by business
imperatives and/or to promote operational effciency. The
number of Board and Board committee meetings held in
the year, as well as the attendance of their membership,
are set out on page 25. This also refects each Board
member’s additional responsibilities and special focus on
the respective Board committees. Four Boardmeetings were
held in 2012. A Project Verifcation meeting attended by
the Board was held in 2012 in relation to the establishment
of a S$500,000,000 multicurrency medium term note
programme. Information on the Audit Committee can be
found in the section “Audit Committee” below.
The Corporate Disclosure Committee reviews corporate
disclosurematters relating toCRCT, including announcements
to the SGX-ST via SGXNET, and pursues best practices
in terms of transparency.
The Executive Committee oversees the day-to-day activities
of the Manager on behalf of the Board. The principal
responsibilities of the Executive Committee under its terms
of reference include:
• approving or making recommendations to the Board
on new investments and acquisitions;
• approving or making recommendations to the Board on
divestments and write-offs of investments;
• approving specifc budgets for capital expenditure on
development projects, acquisitions and enhancements/
upgrading of properties;
• reviewing management reports and operating budgets;
• awarding contracts for development projects;
• recommendingchanges to thefnancial limits for investment;
• reporting to the Board on decisions made by the
Executive Committee; and
• performing such other functions as varied or delegated
by the Board.
The members of the Executive Committee also meet
informally during the course of the year.
The Board has adopted a set of internal controls which sets
out approval limits for, amongst others, capital expenditure,
new investments and divestments, bank borrowings
and minimum signatory requirements for cheques at the
Board level. Apart from matters that specifcally require
the Board’s approval – such as the issue of new Units,
income distributions and other returns to Unitholders – the
Board, while approving certain transactions exceeding
certain threshold limits, delegates authority for transactions
below those limits to Board committees and management.
Appropriate delegation of authority and approval sub-
limits are also provided at management level to facilitate
operational effciency.
The Manager issues formal letters to newly-appointed
Directors setting out various information including their duties
and obligations as directors upon their appointment. Newly
appointed Directors are briefed on the business activities of
CRCT, its strategic directions and policies, the regulatory
environment in which CRCT operates, the Manager’s
corporate governance practices, and their statutory and
other duties and responsibilities as Directors. Directors are
routinely updated on developments and changes in the
operating environment, including revisions to accounting
standards and changes to laws and regulations affecting
the Manager and/or CRCT. Directors are also encouraged
to participate in industry conferences, seminars and training
programmes in connection with their duties. Materials
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