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CapitaLand Mall Trust
Annual Report 2015
Overview
Sustainability
Business
Review
Portfolio
Details
Corporate
Governance &
Transparency
Financials &
Additional
Information
Role of the Audit Committee for Interested Person Transactions
The Manager’s internal control procedures are intended to ensure that Interested Person Transactions are
conducted at arm’s length and on normal commercial terms, and are not prejudicial to CMT and 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 AC, which in turn obtains
advice from CL 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, 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 AC. If a member of the AC 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 FY 2015 are disclosed on pages 203 to 204 of this 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 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 ID;
(c) in respect of matters in which CL and/or its subsidiaries have an interest, whether direct or indirect,
any nominees appointed by CL and/or its subsidiaries to the Board will abstain from voting. In such matters,
the quorum must comprise a majority of IDs and shall exclude such nominee Directors of CL and/or its
subsidiaries;
(d) in respect of matters in which a Director or his associates have an interest, whether direct or indirect, such
interested Director will abstain from voting. In such matters, the quorum must comprise a majority of the
Directors and shall exclude such interested Director(s);
(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 is 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 shall comprise IDs.
Additionally, the Trustee has been granted a right of first refusal by CapitaLand Mall Asia Limited (CMA) to
purchase 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.
