CapitaLand Integrated Commercial Trust - Annual Report 2021

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. CICT has received accolades from the investment community for excellence in corporate governance and corporate governance-related efforts. In FY 2021, CICT was ranked fifth in the REIT and Business Trust category on the Singapore Governance and Transparency Index (SGTI) and retained its top 10 ranking in the same category on the Governance Index for Trusts (GIFT). As testament to our commitment to environment, social and corporate governance, CICT maintained its 5-star rating for GRESB Assessment 2021 in the Asia, Diversified-Office/Retail, Listed category and also scored ‘A’ for public disclosure. CICT has been included by SGX in the Fast Track Programme list. The scheme recognises listed companies with good governance standards and compliance practices, and accords prioritised clearance for selected corporate-action submissions. BOARD MATTERS Principle 1: The Board’s Conduct of Affairs Board’s Duties and Responsibilities The Board oversees the strategic direction, performance and affairs of the Manager, in furtherance of the Manager’s primary responsibility to foster the success of CICT so as to deliver sustainable value over the long term to Unitholders. It provides overall guidance to the management team (Management), led by the Chief Executive Officer (CEO). The Board works with Management to achieve CICT’s objectives and long term success and Management is accountable to the Board for its performance. Management is responsible for the execution of the strategy for CICT and the day-to-day operations of CICT’s business. 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 requirements under the Listing Manual, the Property Funds Appendix, as well as any other applicable guidelines prescribed by the SGX-ST, MAS or other relevant authorities, and applicable laws. It also sets the disclosure and transparency standards for CICT and ensures that obligations to Unitholders and other stakeholders are understood and met. The Board has adopted a set of internal controls which establishes financial approval limits for capital expenditure, investments, divestments, bank borrowings and issuance of debt instruments and this is clearly communicated to Management in writing. The Board has reserved authority to approve certain matters including: (a) material acquisitions, investments and divestments; (b) issue of new units in CICT (Units); (c) income distributions and other returns to Unitholders; and (d) matters which involve a conflict of interest for a controlling unitholder or a Director. Apart from matters that specifically require the Board’s approval, the Board delegates authority for transactions below the Board’s approval limits to Board Committees and Management to optimise operational efficiency. The Directors are fiduciaries and are collectively and individually obliged at all times to act honestly and objectively in the best interests of CICT. Consistent with this principle, the Board is committed to ethics and integrity of action and has adopted a Board Code of Business Conduct and Ethics (Board Code) which provides that every Director is expected to, among other things, adhere to the highest standards of ethical conduct. All Directors are required to comply with the Board Code. This sets the appropriate tone from the top in respect of the desired organisational culture, and assists the Board in ensuring proper accountability within the Manager. In line with this, the Board has a standing policy that a Director must not allow himself or herself to get into a position where there is a conflict between his or her duty to CICT and his or her own interests. Where a Director has a conflict of interest in a particular matter, he or she will be required to disclose his or her interest to the Board, recuse himself or herself from deliberations on the matter and abstain from voting on the matter. Every Annual Report 2021 173 Corporate Governance