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CapitaLand Mall Trust
Annual Report 2015
Corporate Governance
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 any investment opportunities for CMT and the enhancement of the assets of CMT in accordance
with the stated investment strategy for CMT. The research, evaluation and analysis required for this purpose are
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;
(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’ financial
results, 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)), the Securities and Futures Act (Chapter 289 of Singapore), written directions, notices, codes and
other guidelines that MAS may issue from time to time, 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 CapitaLand Commercial 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.
The Manager also considers sustainability issues (including environmental and social factors) as part of its
responsibilities. CMT’s environmental sustainability and community outreach programmes are set out on pages
58 to 64 of this Annual Report.
CMT, constituted as a trust, is externally managed by the Manager. The Manager appoints experienced and well
qualified management to run its day-to-day operations.
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 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.
