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Corporate Governance
& Sustainability
Transactions are conducted
at arm’s length and on normal
commercial terms, and are
not prejudicial to Unitholders’
interests. The Manager
maintains a register to record all
Interested Person Transactions
which are entered into by CMT
(and the basis on which they
are entered into, including the
quotations obtained to support
such basis). All Interested Person
Transactions are subject to
regular periodic reviews by the
Audit Committee, which in turn
obtains advice from CMA IA,
to ascertain that the guidelines
and procedures established
to monitor Interested Person
Transactions, including the
relevant provisions of the Listing
Manual and the Property Funds
Appendix, as well as any other
guidelines which may from
time to time be prescribed by
the SGX-ST, the MAS or other
relevant authorities, have been
complied with. The review
includes an examination of the
nature of the transaction and
its supporting documents
or such other information
deemed necessary by the Audit
Committee. If a member of the
Audit Committee has an interest
in a transaction, he is to abstain
from participating in the review
and approval process in relation
to that transaction. In addition,
the Trustee also reviews such
audit reports to ascertain that
the Listing Manual and the
Property Funds Appendix have
been complied with.
Details of all Interested Person
Transactions (equal to or
exceeding S$100,000 each
in value) entered into by CMT
during the financial year are
disclosed on page 223 of
the Annual Report.
Dealing with Conflicts
of Interest
The following principles
and procedures have been
established to deal with
potential conflicts of interest
which the Manager (including
its Directors, executive officers
and employees) may encounter
in managing CMT:
(a) the Manager is a dedicated
manager to CMT and will not
manage any other REIT or
be involved in any other real
property business;
(b) all executive officers of the
Manager are employed by
the Manager;
(c) all resolutions at meetings
of the Board in relation to
matters concerning CMT
must be decided by a
majority vote of the
Directors, including at least
one independent non-
executive Director;
(d) in respect of matters in
which CapitaLand Limited
(CapitaLand) and/or its
subsidiaries (including
CMA) have an interest,
whether direct or indirect,
any nominees appointed
by CapitaLand and/or its
subsidiaries (including CMA)
to the Board will abstain from
voting;
(e) if the Manager is required
to decide whether or not
to take any action against
any person in relation to any
breach of any agreement
entered into by the Trustee
for and on behalf of CMT with
an affiliate of the Manager,
the Manager shall be obliged
to consult with a reputable
law firm (acceptable to the
Trustee) which shall provide
legal advice on the matter.
If the said law firm is of the
opinion that the Trustee,
on behalf of CMT, has a
prima facie case against the
party allegedly in breach
under such agreement, the
Manager is obliged to pursue
the appropriate remedies
under such agreement; and
(f) at least one-third of the
Board should comprise
independent non-executive
Directors.
Additionally, the Trustee has
been granted a right of first
refusal by CMA over all retail
income-producing properties
located in Singapore with
certain specified characteristics
which may in the future be
identified and targeted for
acquisition by CMA or any
of its subsidiaries.
Under the Trust Deed, in
respect of voting rights
where the Manager would
face a conflict between its
own interests and that of
Unitholders, the Manager
shall cause such voting rights
to be exercised according to
the discretion of the Trustee.
Dealings in Securities
The Manager has devised and
adopted a securities dealing
policy for the Manager’s
officers and employees which
applies the best practices
recommendations in the
Listing Manual. To this end,
the Manager has issued
guidelines to its Directors and
employees as well as certain
relevant executives of CMA,
which sets out prohibitions
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