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Corporate
Governance
necessary by the Audit Committee. If a member of the Audit
Committee has an interest in a transaction, he is to abstain
from participating in the review and approval process in
relation to that transaction. In addition, the Trustee also
reviews such audit reports to ascertain that the Property
Funds Appendix have been complied with.
Details of all Interested Person Transactions (equal to or
exceeding S$100,000 each in value) entered into by CRCT
during the fnancial year are disclosed on page 134.
Dealing with conficts of interest
The following principles and procedures have been
established to deal with potential conficts of interest which
the Manager (including its Directors, executive offcers and
employees) may encounter in managing CRCT:
• the Manager will be a dedicated manager to CRCT and
will not manage any other REIT or be involved in any
other real property business;
• all executive offcers of the Manager will be employed
by the Manager;
• all resolutions at meetings of the Board in relation
to matters concerning CRCT must be decided by a
majority vote of the Directors, including at least one
Independent Director;
• in respect of matters in which CapitaLand Limited
(CapitaLand) and/or its subsidiaries (including CMA)
have an interest, whether direct or indirect, any nominees
appointed by CapitaLand and/or its subsidiaries (including
CMA) to the Board will abstain from voting;
• 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 CRCT with an affliate of the Manager,
the Manager shall be obliged to consult with a reputable
law frm (acceptable to the Trustee) which shall provide
legal advice on the matter. If the said law frm is of the
opinion that the Trustee, on behalf of CRCT, has a
prima
facie
case against the party allegedly in breach under
such agreement, the Manager is obliged to pursue the
appropriate remedies under such agreement. TheDirectors
will have a duty to ensure that the Manager complies
with the aforesaid. Notwithstanding the foregoing, the
Manager shall inform the Trustee as soon as it becomes
aware of any breach of any agreement entered into by
the Trustee with an affliate of the Manager, and the
Trustee may take such action as it deems necessary to
protect the rights of Unitholders and/or which is in the
interests of Unitholders. Any decision by the Manager
not to take action against an affliate of the Manager
shall not constitute a waiver of the Trustee’s right to take
such action as it deems ft against such affliate; and
• at least one-third of the Board should comprise
Independent Directors.
In addition, the Directors and executive offcers of the
Manager are expected to act with integrity and honesty
at all times.
Additionally, the Trustee has been granted rights of frst
refusal by CapitaMalls China Income Fund, CapitaMalls
China Development Fund II, CapitaMalls China Development
Fund III, CapitaMalls China Incubator Fund and CMA over
any proposed sale or certain proposed acquisitions (as the
case may be) of shares or equity interests in properties
by CapitaMalls China Income Fund, CapitaMalls China
Development Fund II, CapitaMalls China Development Fund
III, CapitaMalls China Incubator Fund and CMA in China.
Dealings in securities
The Manager has voluntarily issued guidelines to its
Directors and employees which prohibit them from dealing
in Units while in possession of material unpublished price
sensitive information and during the periods commencing:
(i) two weeks before the release of CRCT’s quarterly
results and (ii) one month before the release of CRCT’s
full-year results, to the date of the release of the relevant
results to SGX-ST via SGXNET. Under these guidelines,
Directors and employees have been directed to refrain
from dealing in Units on short-term considerations. They
are also made aware of the applicability of the insider
trading laws at all times.
(F) CODE OF BUSINESS CONDUCT
The Manager adheres to an ethics and code of business
conduct pol icy which deals wi th issues such as
confdentiality, conduct and work discipline, corporate
gifts and concessionary offers. Clear policies and
guidelines on how to handle work place harassment
and grievances are also in place.
All employees of theManager have each been given a printed
employee handbook which sets out these policies clearly.
The Manager believes that the policies it has implemented
help to detect and prevent occupational fraud mainly in
three ways.
First, the Manager offers fair compensation packages to
its employees, based on practices of pay-for-performance
and promotion based on merit, which minimise negative
fnancial pressures on them. The Manager also provides
various healthcare subsidies and financial assistance
schemes to alleviate the common fnancial pressures its
employees face.
Second, clearly documented policies and work procedures
incorporate internal controls which ensure that adequate
checks and balances are in place. Periodic audits are also
conducted to evaluate the effcacy of these internal controls.
Strengthening Fundamentals, Building a Sustainable Future
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