CapitaLand Integrated Commercial Trust - Annual Report 2021

OUR ROLE We, as the manager of CICT (Manager), set the strategic direction of CICT and its subsidiaries (CICT Group) and make recommendations to HSBC Institutional Trust Services (Singapore) Limited, in its capacity as trustee of CICT (Trustee), on any investment or divestment opportunities for CICT and the enhancement of the assets of CICT in accordance with the stated investment strategy for CICT. The research, evaluation and analysis required for this purpose are coordinated and carried out by us as the Manager. As the Manager, we have general powers of management over the assets of CICT. Our primary responsibility is to manage the assets and liabilities of CICT for the benefit of the unitholders of CICT (Unitholders). We do this with a focus on generating rental income and enhancing asset value over time so as to maximise returns from the investments, and ultimately the distributions and total returns, to Unitholders. Our other functions and responsibilities as the Manager include: (a) using our best endeavours to conduct CICT’s business in a proper and efficient manner; (b) preparing annual business plans for review by the directors of the Manager (Directors), including forecasts on revenue, net income, and capital expenditure, explanations on major variances to previous years’ financial results, written commentaries on key issues and underlying assumptions on rental rates, operating expenses and any other relevant assumptions; (c) ensuring compliance with relevant laws and regulations, including the Listing Manual of Singapore Exchange Securities Trading Limited (SGX-ST) (Listing Manual), the Code on Collective Investment Schemes (CIS Code) issued by the Monetary Authority of Singapore (MAS) (including Appendix 6 of the CIS Code (Property Funds Appendix)), the Securities and Futures Act 2001 (SFA), written directions, notices, codes and other guidelines that MAS may issue from time to time, the tax rulings issued by the Inland Revenue Authority of Singapore on the taxation of CICT and Unitholders and the United Kingdom's Alternative Investment Fund Managers Regulations 2013 (as amended) (AIFMR); (d) attending to all regular communications with Unitholders; and (e) supervising CapitaLand Retail Management Pte Ltd and CapitaLand Commercial Management Pte. Ltd. (the Property Managers), the property managers which perform the day-to-day property management functions (including leasing, marketing, promotion, operations coordination and other property management activities) for CICT’s properties; with regard to Raffles City Singapore (RCS), the Property Managers hold the entire interest in CapitaLand (RCS) Property Management Pte. Ltd. which provides propertymanagement services to RCS. As a result of their interest in CapitaLand (RCS) PropertyManagement Pte. Ltd., the Property Managers are able to play a key role in directing the property management function for RCS. The Manager also considers sustainability issues (including environmental and social factors) as part of its responsibilities. CICT’s sustainability policies and programmes are set out on pages 31 to 35 and 125 to 170 of this Annual Report. CICT, constituted as a trust, is externally managed by the Manager. The Manager appoints experienced and well qualified personnel to run its day-to-day operations. The Manager was appointed in accordance with the terms of the trust deed constituting CICT dated 29 October 2001 (as amended, varied or supplemented from time to time) (Trust Deed). 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 CICT. CLI is a leading global real estate investment manager, with a vested interest in the long-term performance of CICT. CLI’s significant unitholding in CICT demonstrates its commitment to CICT 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 CICT: (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; Annual Report 2021 171 Corporate Governance