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CapitaLand Mall Trust
Annual Report 2015
Corporate Governance
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 practice 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 the CL Group which set out
prohibitions against dealings in CMT Group’s securities (i) while in possession of material unpublished price
sensitive information, (ii) during two weeks immediately preceding, and up to the time of the announcement of,
CMT’s financial statements for each of the first three quarters of CMT’s financial year, and (iii) during one month
immediately preceding, and up to the time of the announcement of, CMT’s financial statements for the full
financial year. Prior to the commencement of each relevant period, an email would be sent out to all Directors
and employees of the Manager as well as certain relevant executives of the CL Group to inform them of the
duration of the period. The Manager will also not deal in CMT Group’s securities during the same period.
Directors and employees of the Manager as well as certain relevant executives of the CL Group are also
prohibited from dealing in securities of CMT Group if they are in possession of unpublished price sensitive
information of CMT Group. As and when appropriate, they would be issued an advisory to refrain from dealing
in CMT Group’s securities.
Under the policy, Directors and employees of the Manager as well as certain relevant executives of the
CL Group are also discouraged to trade on short-term or speculative considerations. They are also prohibited
from using any information with respect to other companies or entities obtained in the course of their employment
in connection with securities transactions of such companies or entities.
Fees payable to the Manager
Under the revised CIS Code issued by MAS which come into effect on 1 January 2016, where fees are payable
out of the deposited property of a property fund, the methodology and justifications for each type of fees payable
should be disclosed. The methodology for computing the fees payable to the Manager is contained in Clause
23 of the Trust Deed, details of which are disclosed under Notes to Financial Statements.
The management fees, which are contained in Clause 23(A) of the Trust Deed, are fees earned by the Manager
for the management of CMT’s portfolio. Pursuant to Clause 23(A)(i) and Clause 23(A)(v) of the Trust Deed,
the management fees are payable quarterly in arrears. The management fees should be viewed holistically as
a whole which comprise two components, namely the Base Fee and Performance Fee, which are elaborated
further below:
Base Fee
The Base Fee enables the Manager to cover operational and administrative overheads incurred in the
management of the portfolio. The Base Fee is calculated at a percentage of asset value as the asset value
provides an appropriate metric to determine the resources for managing the assets. The Base Fee is payable
on a quarterly basis.
Performance Fee
In order to comply with the revised CIS Code and to enhance alignment of the Manager’s interests with the
long-term interests of Unitholders, the Manager will be seeking the approval of Unitholders at the annual general
meeting to be held on 12 April 2016 to amend the existing performance fee formula in the Trust Deed, in the
manner set out in the Appendix to the Notice of AGM (the Appendix), such amendment to take retrospective
effect from 1 January 2016.
Please refer to the Notice of AGM and the Appendix for further details (including the justifications for the new
performance fee formula).
