Corporate Governance

OUR ROLE

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 (Chapter 289 of Singapore) (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 environmental sustainability and community outreach programmes are set out on pages 151 to 185 of this Annual Report.

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 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 Limited (CL) which holds a significant unitholding interest in CICT. CL is a long-term real estate developer and investor, with a vested interest in the long-term performance of CICT. CL’s significant unitholding in CICT demonstrates its commitment to CICT and as a result, CL’s interest is aligned with that of other Unitholders. The Manager’s association with CL provides the following benefits, among other things, to CICT:

  1. a stable pipeline of property assets through CL’s development activities;
  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.

OUR CORPORATE GOVERNANCE FRAMEWORK AND CULTURE

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 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) 2020 with reference to the Code of Corporate Governance 2018 (Code).

Throughout FY 2020, 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 2020, CICT was ranked first and second (under CapitaLand Commercial Trust (CCT) and CapitaLand Mall Trust (CMT) respectively) in the REIT and Business Trust category on the Singapore Governance and Transparency Index (SGTI) and retained its top 10 rankings (at fourth and seventh positions under CCT and CMT respectively) in the same category on the Governance Index for Trusts (GIFT).

As testament to our commitment to environment, social and corporate governance, CICT achieved a 5-star rating for Global Real Estate Sustainability Benchmark (GRESB) in the Asia ‘Retail - Listed’ and Asia Office categories and also scored ‘A’ for public disclosure for GRESB 2020. In addition, CICT was awarded Megatrend Deal of the Year - Property by FinanceAsia Achievement Awards 2020 given the successful merger of CMT and CCT. CICT has been included by SGX in the Fast Track Programme list. The scheme recognises listed companies with good governance standards and compliance practices, and accords prioritised clearance for selected corporate-action submissions.

BOARD MATTERS
REMUNERATION MATTERS
ACCOUNTABILITY AND AUDIT
UNITHOLDER RIGHTS AND ENGAGEMENT
ADDITIONAL INFORMATION
Composition of Board Committees in FY 2020

Attendance Record of Meetings of Unitholders, Board and Board Committees in FY 20201

Key Management Personnel’s Remuneration Table

Key Management Personnel's Remuneration Table for FY 2020

Non-Executive Directors’ Remuneration Table for FY 2020