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Composition and Attendance Record

Five Board meetings, four Audit Committee meetings and one Executive Committee meeting were held in 2010. The following table sets out the attendance record of Directors at Board meetings and Board Committee meetings during the year.

Principle 6: Access to Information

Principle 10: Accountability

Management provides the Directors with complete and adequate information in a timely manner. This is done through regular updates on financial results, market trends, business developments and changes to regulations, policies and accounting standards. Information provided to the Directors includes background or explanatory information relating to matters to be brought before them, copies of disclosure documents, budgets, forecasts and management accounts. In respect of budgets, any material variance between projections and actual results are also disclosed and explained.

Board and/or Board Committee papers and agenda are provided to each Director ahead of meetings of Board and/or Board Committee so that they can familiarise themselves with the matters prior to the meetings. However, sensitive matters may be tabled at the meeting itself or discussed without papers being distributed before the meeting. Senior executives who can provide additional insight into matters to be discussed also attend the meetings so as to be at hand to answer any questions. Meetings are usually half-a-day affairs and include presentations by senior executives, external consultants and experts on strategic issues relating to specific business areas. The Board also has separate and independent access to the senior management of the Manager for further clarification, if required.

The Board also has separate and independent access to the Secretary, and vice versa. The Secretary renders necessary assistance to the Board, and ensures meeting procedures are followed and the applicable laws and regulations are complied with. Under the direction of the Chairman, the Secretary's responsibilities include ensuring good information flows within the Board and its Committees and between senior management and Non-Executive Directors as well as facilitating orientation and assisting with professional development as required. The Secretary attends Board meetings and Board Committee meetings.

Where necessary, the Manager will, upon the request of Directors (whether as a group or individually), provide them with independent professional advice, at the Manager's expense, to enable them to discharge their duties. The Secretary assists the Directors in obtaining such advice.

(B) REMUNERATION MATTERS

Principle 7: Procedures for Developing Remuneration Policies

Principle 8: Level and Mix of Remuneration

Principle 9: Disclosure on Remuneration

CCT, as a trust, is externally managed by the Manager which has experienced and qualified personnel to handle the operations of CCT.

The remuneration of staff of the Manager and Directors' fees are paid by the Manager from the fees it receives from CCT, and not by CCT.

The Manager adopts the remuneration policies and practices of its holding company, CapitaLand, which has a remuneration committee that determines and recommends to the CapitaLand Board of Directors, the framework of remuneration, terms of engagement, compensation and benefits for senior executives of the CapitaLand Group, which include the Chief Executive Officer of the Manager and members of its senior management team. Therefore, the Manager does not have a remuneration committee.

The Directors' fees for the financial year ended 31 December 2010 are shown in the table below. The Chief Executive Officer and Directors who are the nominees of CapitaLand do not receive Directors' fees. Other Non-Executive Directors receive a basic fee, an additional fee for serving on any of the Board Committees and an attendance fee for participation in meetings of the Board and the relevant Board Committees, project meetings and verification meetings. In determining the quantum of such fees, factors such as frequency of meetings, time spent and responsibilities of Directors are taken into account. The Audit Committee members, including its Chairman, receive higher fees compared to members of other Board Committees, to take into account the nature of their responsibilities and the greater frequency of meetings.

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