CapitalRetail China Trust - Annual Report 2014 - page 41

Conduct of Shareholder Meetings
Principle 16:
Companies should encourage greater shareholder participation at general meetings of
shareholders, and allow shareholders the opportunity to communicate their views on various
matters affecting the company.
The Manager supports the principle of encouraging Unitholders’ participation and voting at general
meetings. Unitholders receive a CD containing the CRCT Annual Report (printed copies are available
upon request) and notice of the annual general meeting. As and when an extraordinary general
meeting is to be held, Unitholders will receive a copy of the circular which contains details of the
matters to be proposed for Unitholders’ consideration and approval. Notices of the general meetings
are also advertised in the press and issued via SGXNet.
At general meetings, Unitholders are encouraged to communicate their views on and discuss with the
Board and the Manager matters affecting CRCT. Representatives of the Trustee, Directors (including
the respective Chairpersons of the Board and the AC), the Manager’s senior management and the
external auditors, would usually be present at general meetings.
To safeguard Unitholders’ interests and rights, a separate resolution is proposed for each
substantially separate issue at general meetings. To ensure transparency in the voting process and
better reflect Unitholders’ interest, the Manager conducts poll voting for Unitholders/proxies present
at the meeting for all the resolutions proposed at the general meetings. The total number of votes cast
for or against the resolutions and the respective percentages are announced after the general
meetings via SGXNet. Minutes of the general meetings are taken and are available to Unitholders for
their inspection upon request.
Unitholders also have the opportunity to communicate their views and discuss with the Board and
Manager matters affecting CRCT after the general meetings.
(E) ADDITIONAL INFORMATION
Executive Committee
Apart from the AC and CDC, the Board has also established an EC.
The EC oversees the day-to-day activities of the Manager and that of CRCT, on behalf of the Board.
The EC is guided by its terms of reference, in particular, the EC:
(a) reviews, endorses and recommends to the Board strategic directions and management policies
of the Manager in respect of CRCT;
(b) oversees operational, investment and divestment matters within its approved financial limits;
and
(c) reviews management reports and operating budgets.
The members of the EC meet informally during the course of the year.
Dealings with Interested Persons
Review Procedures for Interested Person Transactions
The Manager has established internal control procedures to ensure that all Interested Person
Transactions are undertaken on an arm’s length basis and on normal commercial terms, which are
generally no more favourable than those extended to unrelated third parties, and are not prejudicial
to the interests of CRCT and Unitholders. In respect of such transactions, the Manager would have
to demonstrate to the AC that such transactions are undertaken on normal commercial terms and are
not prejudicial to the interests of CRCT and Unitholders which may include obtaining (where
practicable) third party quotations or obtaining valuations from independent valuers (in accordance
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