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Corporate Governance
& Sustainability
25
Corporate
Governance
OUR ROLE
Our primary role as the manager
of CRCT (Manager) is to set
the strategic direction of CRCT
and make recommendations to
HSBC Institutional Trust Services
(Singapore) Limited, in its capacity
as trustee of CRCT (Trustee),
on acquisition, divestment and
enhancement of the assets of
CRCT in accordance with its stated
investment strategy. The research,
evaluation and analysis required
for this purpose is coordinated and
carried out by us as the Manager.
As the Manager, we have general
powers of management over
the assets of CRCT. Our primary
responsibility is to manage the
assets and liabilities of CRCT for
the benefit of the unitholders of
CRCT (Unitholders). We do this
with a focus on generating rental
income and enhancing asset value
over time so as to maximise the
returns from the investments, and
ultimately the distributions and
total returns to Unitholders.
Our other functions and
responsibilities as the Manager
include:
(a) using our best endeavours to
conduct CRCT’s business in a
proper and efficient manner
and to conduct all transactions
with, or on behalf of, CRCT at
arm’s length;
(b) preparing annual business
plans for review by the
directors of the Manager
(Directors), including forecasts
on revenue, net income
and capital expenditure,
explanations on major
variances to previous
years’ numbers, written
commentaries on key issues
and underlying assumptions
on rental rates, operating
expenses and any other
relevant assumptions;
(c) ensuring compliance with
relevant laws and regulations,
including the Listing Manual
of Singapore Exchange
Securities Trading Limited
(SGX-ST) (Listing Manual), the
Code on Collective Investment
Schemes (CIS Code) issued
by the Monetary Authority of
Singapore (MAS) (including
Appendix 6 of CIS Code
(Property Funds Appendix))
and the tax rulings issued by
the Inland Revenue Authority
of Singapore on the taxation of
CRCT and Unitholders;
(d) attending to all regular
communications with
Unitholders; and
(e) supervising CapitaLand Retail
(Shanghai) Management &
Consulting Co., Ltd. (Property
Manager), the property
manager which performs
the day-to-day property
management functions
(including leasing, marketing,
promotion, coordination and
property management) for
CRCT’s malls.
CRCT, constituted as a trust, is
externally managed by the Manager
and therefore has no personnel
of its own. The Manager appoints
experienced and well qualified
management to run its day-to-
day operations. All Directors and
employees of the Manager are
remunerated by the Manager and
not CRCT.
The Manager was appointed in
accordance with the terms of
the trust deed constituting CRCT
and dated 23 October 2006
(as amended, varied or
supplemented from time to time)
(Trust Deed). The Trust Deed also
outlines certain circumstances under
which the Manager can be removed,
including by notice in writing given
by the Trustee upon the occurrence
of certain events, or by a resolution
passed by a simple majority of
Unitholders present and voting
at a meeting of Unitholders duly
convened and held in accordance
with the provisions of the Trust Deed.
Our Corporate Governance
Culture
The Manager observes high
standards of corporate conduct
which are in line with the Principles
of the Code of Corporate
Governance 2012 (Code). The
Manager believes in developing and
maintaining sound and transparent
policies and practices to meet the
specific business needs of CRCT
and to provide a firm foundation
for a trusted and respected
business enterprise. The Manager
remains focused on complying
with the substance and spirit of
the Principles of the Code while
achieving operational excellence
and delivering CRCT’s long-term
strategic objectives.
This report on the corporate
governance practices for
financial year 2013 describes the
Manager’s application of good
governance principles in building
a company committed to integrity,
transparency, excellence and
its people. This application is
underpinned by sound and robust
systems of internal controls and
accountability to promote and drive
long-term sustainable growth and
value for Unitholders.
The following sections outline the
Manager’s policies and practices
on corporate governance. Where