Corporate Governance trust deed constituting CLCT dated 23 October 2006 (as amended, varied or supplemented from time to time) (Trust Deed2). The Trust Deed 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 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. The Manager is a wholly owned subsidiary of CapitaLand Investment Limited (CLI) which holds a significant unitholding interest in CLCT. CLI is a leading global real asset manager, with a vested interest in the long-term performance of CLCT. CLI’s significant unitholding in CLCT demonstrates its commitment to CLCT and as a result, CLI’s interest is aligned with that of other Unitholders. The Manager’s association with CLI provides the following benefits, among other things, to CLCT: (a) strategic pipelines of property assets through, amongst others, CLI’s access to the development capabilities of and pipeline investment opportunities from CapitaLand group’s development arm; (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 FRAMEWORK AND CULTURE The Manager embraces the tenets of sound corporate governance, including accountability, transparency and sustainability. It is committed to enhancing longterm Unitholder value. The Board of Directors (Board) is responsible for setting the Manager’s corporate governance standards and policies which sets the tone at the top. This corporate governance report (Report) sets out the corporate governance practices for the financial year ended 31 December 2024 (FY 2024), benchmarked against the Code of Corporate Governance (Code). Throughout the fiscal year ended FY 2024, the Manager has complied with the principles of corporate governance laid down by the Code and also, substantially, with the provisions underlying the principles of the Code. Where there are deviations from the provisions of the Code, appropriate explanations are provided in this Report. This Report also sets out additional policies and practices adopted by the Manager which are not provided in the Code. In FY 2024, CLCT received the Best Annual Report (Small Cap) award at the IR Magazine Forum & Awards – South East Asia. CLCT also retained its 5-Star rating in the 2024 GRESB Real Estate Assessment for the second consecutive year and achieved an ‘A’ rating in the 2024 GRESB Public Disclosure for the sixth consecutive year. Please refer to the ESG Highlights section on page 6 of this Annual Report for more details. BOARD MATTERS Principle 1: The Board’s Conduct of Affairs Duties and Responsibilities The Board’s primary responsibility is to foster CLCT’s success so as to deliver sustainable value over the long term. It oversees the Manager’s strategic direction, performance and affairs and provides guidance to the management team (Management), led by the Chief Executive Officer (CEO). The Board works with Management to achieve CLCT’s objectives and Management is accountable to the Board for its performance and the execution of CLCT’s strategy. 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 the Listing Manual, Property Funds Appendix, and other applicable laws and regulations. Written Board approval limits have been established setting out matters which require its approval, including written financial approval limits for matters such as capital expenditure, investments, divestments and bank borrowings. The Board delegates authority for transactions below those limits to Board Committees and Management for operational efficiency. Directors are fiduciaries and are obliged at all times to act objectively in CLCT’s best interests. This sets the tone at the top on the desired organisational culture and ensures proper accountability within the Manager. The Board has adopted a Board Code of Business Conduct and Ethics which provides for every Director to adhere to the highest standards of ethical conduct and to avoid conflicts of interest. Each Director is required to disclose to the Board his/her interests in CLCT’s transactions (or potential transactions), and any other potential conflicts of interest, and if necessary, recuse, himself/herself from deliberations and abstain from voting on such transactions. In FY 2024, every Director complied with this policy, and such compliance has been recorded in the minutes of meeting or written resolutions. Directors’ Development The Nominating and Remuneration Committee ensures that the Manager has a training framework to equip Directors with the necessary knowledge and skills to discharge their duties and responsibilities as Directors who understand CLCT’s 2 A copy of the Trust Deed is available for inspection at the registered office of the Manager during usual business hours. Prior appointment with the Manager is required. Please contact the Manager via email at ask-us@clct.com.sg. 54 CapitaLand China Trust
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