CapitaLand Integrated Commercial Trust - Annual Report 2021

in the accompanying circular (if any) issued to Unitholders in respect of the matter(s) for approval at the general meeting. This enables Unitholders to exercise their votes on an informed basis. To safeguard the Unitholders’ interests and rights, a separate resolution is proposed for each substantially separate matter to be approved at a general meeting. At AGMs, Management makes a presentation to Unitholders to update them on CICT’s performance, position and prospects. The presentation materials are made available to Unitholders on the Website and also on SGXNet. Unitholders are given the opportunity to ask questions by submitting them to the chairman of the meeting in advance of the meeting. Representatives of the Trustee, Directors (including the chairman of the respective Board Committees), key management personnel and the external auditors of CICT, are present for the entire duration of the AGMs. Under normal circumstances, Directors and Management interact with Unitholders after the AGMs conducted in a physical format. Due to the COVID-19 situation in Singapore and in order to minimise the risk of community spread of COVID-19, in respect of AGM 2021 (which was convened and held pursuant to the COVID-19 Temporary Measures Order and the Checklist) although Unitholders were not able to physically attend the meeting, they were able to submit questions to the chairman of the meeting in advance of the meeting and substantial and relevant questions were addressed before the meeting via publication on the Website and on the SGXNet. To ensure transparency in the voting process and better reflect Unitholders’ interests, CICT conducts electronic poll voting for all the resolutions proposed at general meetings. Nevertheless, for AGM 2021 which was convened and held pursuant to the COVID-19 Temporary Measures Order and the Checklist, Unitholders voted by appointing the chairman of the meeting as their proxy to vote on their behalf. One Unit is entitled to one vote. Voting procedures and the rules governing general meetings are explained and vote tabulations are disclosed at the general meetings. An independent scrutineer is also appointed to validate the vote tabulation procedures. Votes cast, for or against and the respective percentages, on each resolution are tallied and displayed ‘live’ on-screen to Unitholders after each resolution is voted on at the general meetings. The total number of votes cast for or against each resolution and the respective percentages are also announced on SGXNet after the general meetings. Provision 11.4 of the Code requires an issuer’s Constitution to allow for absentia voting at general meetings of shareholders. CICT’s Trust Deed currently does not permit Unitholders to vote at general meetings in absentia (such as via mail or email). The Manager will consider implementing the relevant amendments to CICT’s Trust Deed to permit absentia voting after it has carried out careful study and is satisfied that the integrity of information and the authentication of the identity of Unitholders through the internet will not be compromised, and after the implementation of legislative changes to recognise remote voting. The Manager is of the view that despite the deviation from Provision 11.4 of the Code, Unitholders nevertheless have opportunities to communicate their views on matters affecting CICT even when they are not in attendance at general meetings. For example, Unitholders may appoint proxies to attend, speak and vote, on their behalf, at general meetings. Minutes of the general meetings recording the substantial and relevant comments made, questions raised and answers provided, are prepared and are available to Unitholders for their inspection upon request. Minutes of general meetings are also made available on the Website. Accordingly, the rights of the Unitholders are consistent with the intent of Principle 11 of the Code. Distribution Policy CICT’s distribution policy is to distribute at least 90.0% of its taxable income (other than gains from the sale of real estate properties by CICT which are determined to be trading gains), with the actual level of distribution to be determined at the Manager’s discretion. Distributions are generally paid within 35 market days after the relevant record date. Timely Disclosure of Information The Manager is committed to keeping all Unitholders, other stakeholders, analysts and the media informed of CICT’s performance and any changes in the CICT Group or its business which would likely to materially affect the price or value of the Units. For FY 2021, the Manager provided Unitholders with half year and full year financial statements within the relevant periods prescribed by the Listing Manual. These half year and full year financial statements were reviewed and approved by the Board prior to release to Unitholders by announcement on SGXNet. The release of half year and full year financial statements were accompanied by news releases issued to the media and which were also made available on SGXNet. In presenting the half year and full year financial statements to Unitholders, Annual Report 2021 195 Corporate Governance