(b) wider and better access to banking and capital markets on favourable terms;
(c) fund raising and treasury support; and
(d) access to a bench of experienced management talent.
OUR CORPORATE GOVERNANCE CULTURE
The Manager aspires to the highest standards of corporate conduct as guided by 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.
The Manager has received accolades from the investment community for excellence in corporate
governance. More details can be found in the Investor & Media Relations section on pages 59 to 60
of the Annual Report.
This report sets out the corporate governance practices for financial year (FY) 2014 with reference
to the Code. Where there are deviations from the principles and guidelines of the Code, an
explanation has been provided within this report.
(A) BOARD MATTERS
The Board’s Conduct of Affairs
Principle 1:
Every company should be headed by an effective Board to lead and control the company. The
Board is collectively responsible for the long-term success of the company. The Board works
with Management to achieve this objective and Management remains accountable to the Board.
The Manager is led by a board of Directors (Board) comprising a majority of non-executive
independent Directors. Each Director brings to the Board skills, experience, insights and sound
judgement, which together with his strategic networking relationships, serve to further the interests
of CRCT. At all times, the Directors are collectively and individually obliged to act honestly and with
diligence, and consider the best interests of Unitholders.
The Board oversees the affairs of the Manager, in furtherance of the Manager’s primary responsibility
to manage the assets and liabilities of CRCT for the benefit of Unitholders. The Board appoints the
Chief Executive Officer (CEO), who, assisted by the management team of the Manager
(Management), is responsible for the day-to-day management and overall operations of CRCT’s
business.
The Board provides leadership to the Management, sets strategic directions and oversees the
management of CRCT. 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 authorities, 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 has reserved authority to approve certain matters and these include:
(a) material acquisitions, investments, disposals and divestments;
(b) issue of new units;
(c) income distributions and other returns to Unitholders; and
Corporate Governance
28 | CapitaRetail China Trust Annual Report 2014
