Corporate Governance In respect of FY 2024, the ARC reviewed the IA function and is satisfied that the internal audit function is adequately resourced, effective and independent. In addition, CLI IA has passed the quality assurance review conducted by an external independent auditor. CLI IA formulates its internal audit plan in consultation with, but independently of, Management. Its plan is submitted to the ARC for approval prior to the beginning of each year. CLI IA also reviews compliance with the CLCT Group’s policies, procedures and regulatory responsibilities, performed in the context of financial and operational and information system reviews. CLI IA is guided by, the International Standards for the Professional Practice of Internal Auditing (Standards) developed by The Institute of Internal Auditors (IIA), and has incorporated these Standards into its audit practices. During FY 2024, the ARC reviewed the results of audits performed by CLI IA based on the approved audit plan. All findings are reported to Management and the ARC, with emphasis on any significant findings. CLI IA also reviews the status of implementation of the audit recommendations, and reports the same to Management and the ARC. The ARC reviewed reports on whistle blower complaints reviewed by CLI IA to ensure independent and thorough investigation and adequate follow up. The ARC also received reports on IPTs reviewed by CLI IA that they were on normal commercial terms and are not prejudicial to the interests of CLCT and its minority Unitholders. CLI IA employs suitably qualified professional staff with the requisite skill sets and experience, including IT auditors with the relevant professional IT certifications who are also members of the ISACA Singapore Chapter, a professional body administering information systems audit and information security certifications that is headquartered in the United States of America. CLI IA provides training and development opportunities for its staff to ensure their technical knowledge and skill sets remain current and relevant. UNITHOLDER RIGHTS AND ENGAGEMENT Principles 11, 12 and 13: Shareholder Rights and Conduct of General Meetings, Engagement with Shareholders, Managing Stakeholder Relationships The Manager is committed to treating all Unitholders fairly and equitably. All Unitholders enjoy specific rights under the Trust Deed and the relevant laws and regulations. General Meetings CLCT encourages Unitholder participation and voting at general meetings. Unitholders may download the Annual Report and notice of the general meeting from CLCT’s website at www.clct.com.sg (Website) and SGXNet. The notice of the general meeting, proxy form and request form for printed annual report/circular are mailed to Unitholders. More than the legally required notice period for general meetings is generally provided. To safeguard the Unitholders’ interests and rights, a separate resolution is proposed for each substantially separate matter to be approved at a general meeting, unless the issues are interdependent and linked to form one significant proposal. Where the resolutions are bundled, the reasons and material implications are explained in the notice of general meeting to enable Unitholders to make an informed decision. In FY 2024, CLCT held an annual general meeting (AGM) on 22 April 20248 by way of a physical meeting and using virtual meeting technology (the 2024 AGM). Unitholders submitted questions to the chairman of the meeting in advance of the 2024 AGM, and substantial and relevant questions received from Unitholders were addressed before the 2024 AGM via publication on the Website and SGXNet, or at the meeting. Unitholders could vote at the 2024 AGM themselves or through duly appointed proxy(ies). All Directors attended the 2024 AGM. The upcoming AGM to be held on 21 April 2025 will be held through a physical meeting. Further information on the arrangements relating to 2025 AGM is provided in the Notice of AGM. Unitholders are entitled to attend, participate and vote at general meetings (including through the appointment of up to two proxies or in the case of corporate Unitholders, through its appointed representatives). At AGMs, Unitholders have the opportunity to communicate their views, ask questions and discuss with the Board and Management on matters affecting CLCT. Representatives of the Trustee, Directors (including the chairmen of the Board Committees), KMP and CLCT’s external auditors, attend to address any queries from Unitholders. Presentation materials for the general meetings are available on the Company’s website and SGXNet. To ensure transparency in the voting process and better reflect Unitholders’ interests, CLCT conducts electronic poll voting for all the resolutions proposed at general meetings. One Unit is entitled to one vote. Voting procedures and the rules governing general meetings are explained and votes cast on each resolution, and the respective percentages, are displayed live on-screen at the general meetings. An independent scrutineer is also appointed to validate the vote tabulation procedures. The results of the votes cast on the resolutions are also announced on SGXNet after the general meetings. 8 Unitholders were able to attend, participate and vote at the 2024 AGM remotely by pre-registering for and accessing CLCT’s live webcast of the 2024 AGM. 70 CapitaLand China Trust
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