Corporate Governance 76 CapitaLand Integrated Commercial Trust 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 Deed1). 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 CLI which holds a significant unitholding interest in CICT. CLI is a leading global real asset 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; (b) wider and better access to banking and capital markets on favourable terms; (c) fund raising and treasury support; and (d) access to a bench of experienced management talent. OUR CORPORATE GOVERNANCE FRAMEWORK AND CULTURE The Manager embraces the tenets of sound corporate governance, including accountability, transparency and sustainability. It is committed to enhancing longterm Unitholder value. The Board of Directors (Board) is responsible for setting the Manager’s corporate governance standards and policies, which sets the tone at the top. This corporate governance report (Report) sets out the corporate governance practices for the financial year ended 31 December 2024 (FY 2024), benchmarked against the Code of Corporate Governance 2018 (Code). Throughout FY 2024, the Manager has complied with the principles of corporate governance laid down by the Code and also, substantially, with the provisions underlying the principles of the Code. Where there are deviations 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. In FY 2024, CICT received multiple corporate governance, sustainability, and investor relations awards. Please refer to the 2024 Highlights section on page 3 of this annual report for more details. BOARD MATTERS Principle 1: The Board’s Conduct of Affairs Duties and Responsibilities The Board’s primary responsibility is to foster CICT’s success so as to deliver sustainable value over the long term. It oversees the Manager’s strategic direction, performance and affairs and provides guidance to the management team (Management), led by the CEO. The Board works with Management to achieve CICT’s objectives and Management is accountable to the Board for its performance and the execution of CICT’s strategy. 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 the Listing Manual, Property Funds Appendix, and other applicable laws and regulations. Written Board approval limits have been established, which are communicated to Management through the CLI Group's2 intranet, setting out matters which require its approval, including written financial approval limits for capital expenditure, investments, divestments and bank borrowings. The Board delegates authority for transactions below those limits to Board Committees and Management for operational efficiency. Directors are fiduciaries and are obliged at all times to act objectively in CICT’s best interests. This sets the tone at the top on the desired organisational culture and ensures proper accountability within the Manager. The Board has adopted a Board Code of Business Conduct and Ethics which provides for every Director to adhere to the highest standards of ethical conduct and to avoid conflicts of interest. Each Director is required to disclose to the Board his/her interests in CICT’s transactions (or potential transactions), and any other potential conflicts of interest, recuse himself/herself from deliberations and abstain from voting on such transactions. In FY 2024, every Director complied with this policy, and such compliance has been recorded in the minutes of meeting or written resolutions. 1 A copy of the Trust Deed will be available for inspection at the registered office of the Manager during usual business hours. Prior appointment with the Manager is required. Please contact the Manager via email at ask-us@cict.com.sg. 2 CLI Group refers to CLI and its subsidiaries.
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