The Manager of CMT
CapitaMall Trust Management Limited, as manager of CMT (Manager), has general powers of management over the assets of CMT.

The Manager’s main responsibility is to manage CMT’s assets and liabilities for the benefit of Unitholders. The Manager manages the assets of CMT with a focus on generating sustainable rental income and enhancing their values. The terms of appointment of the Manager are governed by the trust deed dated 29 October 2001 constituting CMT (Trust Deed).

The primary role of the Manager is to set the strategic direction of CMT and make recommendations to HSBC Institutional Trust Services (Singapore) Limited (Trustee) as trustee of CMT on the acquisition, divestment or enhancement of the assets of CMT in accordance with its stated investment strategy. The research, evaluation and analysis required for this purpose is co-ordinated and carried out by the Manager.

• Other functions and responsibilities of the Manager include:
• Using its best endeavours to carry on and conduct its business in a proper and efficient manner and to conduct all transactions with, or for, CMT at arm’s length;
• Preparing property plans on a regular basis which may contain proposals and forecasts on net income, capital expenditure, sales and valuations, explanation of major variances to previous forecasts, written commentary on key issues and underlying assumptions on inflation, moving annual turnover, occupancy costs and any other relevant assumptions;
• Ensuring compliance with the applicable provisions of the Companies Act and the Securities and Futures Act of Singapore, as well as other relevant legislation, the Listing Manual (Listing Manual) of Singapore Exchange Securities Trading Limited (SGX-ST), the Code on Collective Investment Schemes (CIS Code) issued by the Monetary Authority of Singapore (MAS), the Trust Deed, the tax ruling issued by the Inland Revenue Authority of Singapore on the taxation of CMT and its Unitholders and all relevant contracts;
• Attending to all communications with Unitholders; and
• Supervising the Property Manager, CapitaLand Retail Management Pte Limited, which performs the day-to-day property management functions (including leasing, accounting, marketing, promotion and property management) at the CMT malls namely, Tampines Mall, Junction 8, Funan The IT Mall, IMM Building and Plaza Singapura pursuant to the property management agreements.

As CMT is externally managed by the Manager, it has no personnel. All Directors and employees of the Manager are remunerated by the Manager, and not CMT.

Board of Directors of the Manager
The Board of Directors of the Manager (Board) is responsible for the overall management of the Manager and CMT, including establishing goals for management and monitoring the achievement of these goals.

All Board members participate in matters relating to corporate governance, business operations and risks, financial performance and the nomination and review of Directors. The Board has established a framework for management of the Manager and CMT, including a system of internal controls and a business risk management process.

The Board meets to review the Manager’s key activities, including its business strategies for CMT. Board meetings are scheduled in advance, and are held at least once every quarter, to deliberate on the strategic policies of CMT, including any significant acquisitions and disposals, the annual budget, review the performance of the business, and approve the release of the quarterly and full-year results. Additional Board meetings are held, where necessary, to address significant transactions or issues.

The Board has adopted a set of internal controls which sets out approval limits for capital expenditure, investments and divestments, bank borrowings and cheque signatories’ arrangements at Board level. Approval sub-limits are also provided at management level to facilitate operational efficiency.
Changes to regulations and accounting standards are monitored closely. To keep pace with regulatory changes, where these changes have an important bearing on CMT and its disclosure obligations, the Directors are briefed by management either during Board meetings or at specially convened sessions. Management also provides the Board with complete and adequate information in a timely manner through regular updates on financial results, market trends and business developments.

Presently, the Board consists of nine members of which three are Independent Non-executive Directors. The Chairman of the Board is Hsuan Owyang. The sole Executive Director is Pua Seck Guan, the Chief Executive Officer.

The composition of the Board is determined using the following principles:

• The Chairman of the Board should be an Independent Non-executive Director;
• The Board should comprise Directors with a broad range of commercial experience, including expertise in funds management, the property industry and in the banking and legal fields; and
• The Board should comprise at least three Independent Directors.

The composition of the Board is reviewed regularly to ensure that the Board has the appropriate size and mix of expertise and experience.

Four Board meetings were held during the year.

The positions of Chairman and Chief Executive Officer are held by two persons in order to maintain an effective oversight.

The Chairman ensures that the members of the Board work together with management with integrity, competency and moral authority, and engages management in constructive debate on strategy, business operations and enterprise risks. The Chief Executive Officer has full executive responsibilities over the business directions and operational decisions of managing CMT.

The majority of the Board members are non-executive with one-third of the Board being independent of management. This enables management to benefit from their external and objective perspective of issues that are brought before the Board. It also enables the Board to interact and work with management through a healthy exchange of ideas and views to help shape the strategic process. This, together with a clear separation of the roles of the Chairman and the Chief Executive Officer, provides a healthy professional relationship between the Board and management with clarity of roles and robust deliberation on the business activities of CMT.

Newly appointed Directors are given briefings by management on the business activities of CMT and its strategic directions.

The Board will take independent professional advice when it deems necessary for the proper and efficient discharge of its responsibilities. The Company Secretary will give the Board the necessary assistance and is also responsible for ensuring that Board procedures are followed and that the applicable laws and regulations are complied with. In addition, the Company Secretary will also attend all board meetings.

The Board has established various committees to assist it in discharging its responsibilities. These committees are listed below.

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