Corporate Governance


We, as the manager of CICT (Manager), set the strategic direction of CICT and its subsidiaries (CICT Group) and make recommendations to HSBC Institutional Trust Services (Singapore) Limited, in its capacity as trustee of CICT (Trustee), on any investment or divestment opportunities for CICT and the enhancement of the assets of CICT in accordance with the stated investment strategy for CICT. 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 CICT. Our primary responsibility is to manage the assets and liabilities of CICT for the benefit of the unitholders of CICT (Unitholders). We do this with a focus on generating rental income and enhancing asset value over time so as to maximise returns from the investments, and ultimately the distributions and total returns, to Unitholders.

Our other functions and responsibilities as the Manager include:

  1. using our best endeavours to conduct CICT’s business in a proper and efficient manner;
  2. 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;
  3. 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 the CIS Code (Property Funds Appendix)), the Securities and Futures Act 2001 (SFA), written directions, notices, codes and other guidelines that MAS may issue from time to time, the tax rulings issued by the Inland Revenue Authority of Singapore on the taxation of CICT and Unitholders and the United Kingdom's Alternative Investment Fund Managers Regulations 2013 (as amended) (AIFMR);
  4. attending to all regular communications with Unitholders; and
  5. supervising CapitaLand Retail Management Pte Ltd and CapitaLand Commercial Management Pte. Ltd. (the Property Managers), the property managers which perform the day-to-day property management functions (including leasing, marketing, promotion, operations coordination and other property management activities) for CICT’s properties; with regard to Raffles City Singapore (RCS), the Property Managers hold the entire interest in CapitaLand (RCS) Property Management Pte. Ltd. which provides property management services to RCS. As a result of their interest in CapitaLand (RCS) Property Management Pte. Ltd., the Property Managers are 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. CICT’s sustainability policies and programmes are set out in the Sustainability Report 2022 and pages 12 and 39 to 44 of Annual Report 2022.

CICT, constituted as a trust, is externally managed by the Manager. The Manager appoints experienced and well qualified personnel to run its day-to-day operations.

The Manager was appointed in accordance with the terms of the trust deed(1) constituting CICT 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.

The Manager is a wholly owned subsidiary of CapitaLand Investment Limited (CLI) which holds a significant unitholding interest in CICT. CLI is a leading global real estate investment manager, with a vested interest in the long-term performance of CICT. CLI’s significant unitholding in CICT demonstrates its commitment to CICT and as a result, CLI’s interest is aligned with that of other Unitholders. The Manager’s association with CLI provides the following benefits, among other things, to CICT:

  1. strategic pipelines of property assets through, amongst others, CLI’s access to the development capabilities of and pipeline investment opportunities from CapitaLand group’s development arm;
  2. wider and better access to banking and capital markets on favourable terms;
  3. fund raising and treasury support; and
  4. access to a bench of experienced management talent.

Copy(ies) of the Trust Deed(s) will be available for inspection at the registered office of the REIT Manager during usual business hours. Prior appointment with the Manager is required. Please contact the Manager via email at

The Manager embraces the tenets of good corporate governance, including accountability, transparency and sustainability. It is committed to enhancing long-term Unitholder value and has appropriate people, processes and structure to direct and manage the business and affairs of the Manager with a view to achieving operational excellence and delivering the CICT Group’s long-term strategic objectives. The policies and practices it has developed to meet the specific business needs of the CICT Group provide a firm foundation for a trusted and respected business enterprise.

Our corporate governance framework as at the date of this Annual Report is set out below:

The Board of Directors (Board) sets the tone from the top and is responsible for the Manager’s corporate governance standards and policies, underscoring their importance to the CICT Group.

This corporate governance report (Report) sets out the corporate governance practices for the financial year (FY) 2022 with reference to the Code of Corporate Governance 2018 (Code).

Throughout FY 2022, the Manager has complied with the principles of corporate governance laid down by the Code and also, substantially, with the provisions underlying the principles of the Code. Where there are deviations from the provisions of the Code, appropriate explanations are provided in this Report. This Report also sets out additional policies and practices adopted by the Manager which are not provided in the Code.

CICT has received accolades from the investment community for excellence in corporate governance and corporate governance-related efforts.

In FY 2022, CICT was the winner of the Singapore Corporate Governance Award (SCGA) 2022 in the REITs and Business Trusts category at the SIAS Investors Choice Awards 2022. On both the Singapore Governance and Transparency Index (SGTI) and the Governance Index for Trusts (GIFT), CICT was ranked fourth in the REIT and Business Trust category. CICT also won Gold for Best Annual Report in the REITs and Business Trusts category at the Singapore Corporate Awards 2022. In recognition of its excellence in corporate governance, CICT is included in the ASEAN Asset Class list of the 2021 ASEAN Corporate Governance Scorecard (ACGS) by the ASEAN Capital Markets Forum.

As testament to its commitment to environment, social and corporate governance, CICT maintained its 5 Star rating in the Asia, Diversified-Office/Retail, Listed category and also scored ‘A’ for public disclosure for GRESB 2022.

Composition of Board Committees in FY 2022

Attendance Record of Meetings of Unitholders, Board and Board Committees in FY 20221

CEO’s Remuneration

CEO’s Remuneration Table for FY 2022

Non-Executive Directors’ Remuneration Table for FY 2022