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OUR ROLE
Our primary role as the manager
of CMT (Manager) is to set
the strategic direction of CMT
and make recommendations
to HSBC Institutional Trust
Services (Singapore) Limited,
in its capacity as trustee of
CMT (Trustee), on acquisition,
divestment and enhancement of
the assets of CMT in accordance
with its stated investment
strategy. The research, evaluation
and analysis required for this
purpose is coordinated and
carried out by us as the Manager.
As the Manager, we have general
powers of management over
the assets of CMT. Our primary
responsibility is to manage the
assets and liabilities of CMT for
the benefit of the unitholders
of CMT (Unitholders). We do
this with a focus on generating
rental income and enhancing
asset value over time so as to
maximise the 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 CMT’s business
in a proper and efficient
manner and to conduct all
transactions with, or on behalf
of, CMT at arm’s length;
(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’ numbers, 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
CIS Code (Property Funds
Appendix)) and the tax rulings
issued by the Inland Revenue
Authority of Singapore
on the taxation of CMT
and Unitholders;
(d) attending to all regular
communications with
Unitholders; and
(e) supervising CapitaLand
Retail Management Pte Ltd
(Property Manager), the
property manager which
performs the day-to-day
property management
functions (including leasing,
marketing, promotion,
coordination and property
management) for CMT’s
malls; with regard to Raffles
City Singapore (RCS),
which is held by CMT and
CapitaCommercial Trust
(CCT) in the proportions
of 40.00% and 60.00%
respectively, the Property
Manager holds 40.00%
interest in CapitaLand (RCS)
Property Management Pte.
Ltd. which provides property
management services to RCS
with CapitaLand Commercial
Management Pte. Ltd., the
property manager of the
properties owned by CCT,
holding the other 60.00%.
As a result of its interest in
CapitaLand (RCS) Property
Management Pte. Ltd., the
Property Manager is able to
play a key role in directing
the property management
function for RCS.
CMT, constituted as a trust,
is externally managed by the
Manager and therefore has
no personnel of its own. The
Manager appoints experienced
and well qualified management
to run its day-to-day operations.
All Directors and employees of
the Manager are remunerated
by the Manager and not CMT.
The Manager was appointed
in accordance with the terms
of the trust deed constituting
CMT and dated 29 October
2001 (as amended, varied or
supplemented from time to
time) (Trust Deed). The Trust
Deed also 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 a 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.
OUR CORPORATE
GOVERNANCE CULTURE
The Manager observes high
standards of corporate
conduct which are in line with
the Principles of the Code of
Corporate Governance 2012
(Code). The Manager believes
in developing and maintaining
sound and transparent policies
Corporate
Governance
Clarity 32 CapitaMall Trust Annual Report 2013