Executive Committee
The Executive Committee operates under delegated authority from the Board. This committee oversees the day-to-day activities of the Manager on behalf of the Board. The members of the Executive Committee are Liew Mun Leong, Lui Chong Chee, Kee Teck Koon and Pua Seck Guan.

Audit Committee
The Audit Committee is appointed by the Board from among the Directors of the Manager and is composed of four members, the majority of whom (including the Chairman of the committee) are Independent Directors. The members are Hsuan Owyang, James Glen Service, David Wong Chin Huat and Lui Chong Chee.

The Audit Committee has a set of terms of reference defining its scope of authority which include, in relation to its management of CMT:

• Monitoring and evaluating the effectiveness of the internal control process through reviewing internal and external audit reports to ensure that where deficiencies in internal controls have been identified, appropriate and prompt remedial action is taken by management;
• Reviewing the quality and reliability of information prepared for inclusion in the financial reports and approving the financial statements and the audit report before recommending to the Board for approval;
• Monitoring the procedures established to regulate Related Party Transactions (as defined below), including ensuring compliance with the provisions of the Listing Manual relating to transactions between CMT and an ‘interested person’, and provisions of the Property Funds Guidelines of the CIS Code (Property Funds Guidelines) relating to transactions between CMT and an ‘interested party’;
• Approving the appointment and re-appointment of external auditors and reviewing the adequacy of existing audits in respect of cost, scope and performance;
• Reviewing the independence and objectivity of the external auditors and non-audit services provided by the external auditors and confirming that they would not, in the Audit Committee’s opinion, impair the independence of the auditors; and
• Monitoring the procedures in place to ensure compliance with applicable legislation, the Listing Manual and the Property Fund Guidelines.

The Audit Committee plans to meet with the internal and external auditors, without the presence of management, at least once a year.

The Audit Committee has also conducted a review of all non-audit services provided by the auditors and is satisfied that the nature and extent of such services will not prejudice the independence and objectivity of the auditors.

Four Audit Committee meetings were held during the year.

Corporate Disclosure Committee
The Corporate Disclosure Committee operates under the delegated authority of the Board. This committee reviews corporate disclosure matters relating to CMT, including announcements to the SGX-ST, and pursues best practices in terms of transparency. The members of this committee are Hsuan Owyang, Liew Mun Leong, Lui Chong Chee and Kee Teck Koon.

Internal Controls
The Manager has put in place a system of internal controls of procedures and processes to safeguard CMT’s assets, Unitholders’ interests and to manage risk.

The internal audit function of the Manager is supported by CapitaLand’s Internal Audit Department (CLIA). CLIA plans its internal audit schedules in consultation with, but independent of, management and its plan is submitted to the Audit Committee for approval at the beginning of the year. The Audit Committee must also meet with the CLIA team at least once a year, without the presence of management.

A majority of the CLIA staff are members of the Singapore branch of the Institute of Internal Auditors, Inc. (IIA), which has its headquarters in the USA. CLIA subscribes to, and is guided by, the Standards for the Professional Practice of Internal Auditing developed by the IIA and has incorporated these standards into its audit practices.

The standards set by the IIA cover requirements in respect of the following:

• Independence;
• Professional proficiency;
• Scope of work;
• Performance of audit work; and
• Management of the Internal Audit Department.

To ensure that the internal audits are performed by competent professionals, CLIA recruits and employs suitably qualified staff. In order that their technical knowledge remains current and relevant, CLIA identifies and provides training and development opportunities to its staff. The internal audit function provided by CLIA has incorporated the auditing developed by the IIA into its audit practices and meets with the standards set by the IIA.

The Board is satisfied that the Manager’s internal controls are adequate, based on the reports from the CLIA team and external auditors.

Dealings with Related Parties Review Procedures for Related Party Transactions
In general, the Manager has established internal control procedures to ensure that transactions involving the Trustee, and a related party of the Manager (Related Party 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. In addition, the following procedures will be followed:

• Transactions (either individually or as part of a series) equal to or exceeding S$100,000 in value but below 3.0 percent of CMT’s net tangible assets will be subject to review by the Audit Committee at regular intervals;
• Transactions (either individually or as part of a series) equal to or exceeding 3.0 percent, but below 5.0 percent of CMT’s net tangible assets, will be subject to the review and approval of the Audit Committee. Such approval shall only be given if the transactions are on arm’s length commercial terms and consistent with similar types of transactions undertaken by the Trustee, with third parties which are unrelated to the Manager; and
• Transactions (either individually or as part of a series) equal to or exceeding 5.0 percent of CMT’s net tangible assets will be reviewed and approved by the Audit Committee who may as it deems fit request advice on the transaction from independent sources or advisors, including the obtaining of valuations from professional valuers.

Where matters concerning CMT relate to transactions entered into, or to be entered into, by the Trustee for and on behalf of CMT with a related party of the Manager, the Trustee is required to ensure that such transactions are conducted at arm’s length in accordance with the applicable requirements of the Property Funds Guidelines and/or the Listing Manual relating to the transaction in question. Further, the Trustee, has the ultimate discretion under the Trust Deed to decide whether or not to enter into a transaction involving a Related Party Transaction. If the Trustee is to sign any contract with a related party of the Trustee or the Manager, the Trustee will review that contract to ensure that it complies with applicable requirements relating to interested party transactions in the Property Funds Guidelines and the provisions of the Listing Manual relating to interested person transactions as well as other guidelines as may from time to time be prescribed by the SGX-ST or other relevant authority to apply to real estate investment trusts.

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