42
CapitaLand Mall Trust
Annual Report 2015
Corporate Governance
1 This table does not include the procedures applicable to interested person transactions falling under the exceptions set out in Rules 915 and
916 of the Listing Manual.
2 Any transaction of less than S$100,000 in value is disregarded.
3 In relation to approval by Unitholders for transactions that equal to or exceed 5.0% of CMT’s latest audited net tangible assets/net asset
value (whether singly or aggregated), any transaction which has been approved by Unitholders, or is the subject of aggregation with another
transaction that has been approved by Unitholders, need not be included in any subsequent aggregation.
Interested Person Transactions
1
Approving Authority,
Procedures and Disclosure
Below S$100,000 per transaction
UÊ /ÀÕÃÌii
S$100,000 and above per transaction (which singly, or when aggregated with
other transactions
2
with the same Interested Person in the same financial year
is less than 3.0% of CMT’s latest audited net tangible assets/net asset value)
UÊ /ÀÕÃÌii
UÊ Õ`ÌÊ ÌÌii
Transaction
2
which:
(a) is equal to or exceeds 3.0% of CMT’s latest audited net tangible assets/
net asset value; or
(b) when aggregated with other transactions
2
with the same Interested
Person in the same financial year is equal to or exceeds 3.0% of CMT’s
latest audited net tangible assets/net asset value
UÊ /ÀÕÃÌii
UÊ Õ`ÌÊ ÌÌii
UÊ i`>ÌiÊ>ÕViiÌ
Transaction
2
which:
(a) is equal to or exceeds 5.0% of CMT’s latest audited net tangible assets/
net asset value; or
(b) when aggregated with other transactions
2,3
with the same Interested
Person in the same financial year is equal to or exceeds 5.0% of CMT’s
latest audited net tangible assets/net asset value
UÊ /ÀÕÃÌii
UÊ Õ`ÌÊ ÌÌii
UÊ 1Ì
`iÀÃ
3
UÊ i`>ÌiÊ>ÕViiÌ
The members of the EC meet informally during the course of the year.
The IC is guided by its terms of reference, in particular, the IC reviews proposals on and, where it considers
appropriate, approve proposals on investments and divestments of CMT within the authorities or limits approved
from time to time by the Board.
Dealings with Interested Persons
Review Procedures for Interested Person Transactions
The Manager has established internal control procedures to ensure that all Interested Person Transactions are
undertaken on an arm’s length basis and on normal commercial terms, which are generally no more favourable
than those extended to unrelated third parties, and are not prejudicial to the interests of CMT and Unitholders.
In respect of such transactions, the Manager would have to demonstrate to the AC that such transactions
are undertaken on normal commercial terms and are not prejudicial to the interests of CMT and Unitholders
which may include obtaining (where practicable) third party quotations or obtaining valuations from independent
valuers (in accordance with applicable provisions of the Listing Manual and the Property Funds Appendix).
The internal control procedures also ensure compliance with Chapter 9 of the Listing Manual and the Property
Funds Appendix.
In particular, the procedures in place include the following:
