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OUR CORPORATE GOVERNANCE CULTURE

We are committed to the highest standards of corporate governance and transparency in our management of CCT, and operate in the spirit of the Code of Corporate Governance 2005 (Code) in the discharge of our responsibilities as the Manager. The following paragraphs describe our corporate governance policies and practices in 2010 as the Manager, with specific references to the Code.

(A) BOARD MATTERS

Principle 1: The Board's Conduct of Affairs

The board of directors of the Manager (Board) is responsible for the overall management and governance of the Manager and CCT.

The Board provides leadership to the Manager, sets strategic directions and oversees the management of CCT. The Board establishes goals for the Manager and monitors the achievement of these goals. It ensures that proper and effective controls are in place to assess and manage business risk, and compliance with applicable laws. It also sets the disclosure and transparency standards for CCT and ensures that obligations to Unitholders and other stakeholders are understood and met.

The Board meets regularly to discuss and review the Manager's key activities, including its business strategies and policies for CCT. Board meetings are scheduled in advance, and held at least once every quarter, to deliberate on the strategic policies of CCT (including any significant acquisitions and disposals), to review the annual budget, performance of the business and financial performance of the Manager and CCT as well as approve the release of quarterly and full-year results of CCT. The Board also reviews the risks to the assets of CCT and acts upon any comments from the auditor of CCT. Additional Board meetings are held, where necessary, to address significant transactions or issues. Where expedient, Board meetings are held by way of tele-conference and/ or video conference which are permitted by the Articles of Association of the Manager.

In the discharge of its functions, the Board is supported by an Audit Committee that provides independent oversight of the Manager, and which also serves to ensure that there are appropriate checks and balances. The Board is also supported by an Executive Committee which oversees the operational and administrative matters of the Manager and CCT. The Board is also supported by a Corporate Disclosure Committee which reviews corporate disclosure matters relating to CCT, including announcements to the SGX-ST, and adopts best practices in terms of corporate transparency. Each of these Board Committees operates under delegated authority from the Board.

The number of meetings held by the Board and Board Committees and the attendance of the respective members in the financial year ended 31 December 2010 are set out on page 58. Information on the Audit Committee can be found in the section "Audit Committee" below.

The Executive Committee oversees the day-to-day activities of the Manager on behalf of the Board including, to:

• approve or make recommendations to the Board on new investments, acquisitions, financing offers and banking facilities.
• approve or make recommendations to the Board on divestments and write-offs of property assets/equity stakes.
• approve specific budgets for capital expenditure for development projects, acquisitions and enhancements/ upgrading of properties.
• review management reports and operating budget.
• award contracts for development projects.
• report to the Board on decisions made by the Executive Committee.
• perform such other functions as delegated by the Board.

The Chairman of the Executive Committee is Mr Liew Mun Leong and the other members are Mr Wen Khai Meng, Mr Olivier Lim Tse Ghow, Mr Ee Chee Hong and Ms Lynette Leong Chin Yee. One Executive Committee meeting was held in 2010. The members of the Executive Committee also meet informally during the course of the year.

The Chairman of the Corporate Disclosure Committee is Mr Fong Kwok Jen and the other members are Mr Wen Khai Meng and Mr Olivier Lim Tse Ghow.

The Board has adopted a set of internal controls which sets out approval limits for, amongst others, capital expenditure, new investments and divestments, operating of bank accounts, bank borrowings and cheque signatories' arrangements at Board level. Apart from matters that specifically require the Board's approval, such as the issue of new units, income distributions and other returns to Unitholders, the Board approves transactions exceeding certain threshold limits, while delegating authority for transactions below those limits to Board Committees. Appropriate authority and sub-limits approval are also delegated to management to facilitate operational efficiency.

Newly-appointed Directors are briefed on the business activities of CCT, its strategic directions and policies, the regulatory environment in which CCT operates, the Manager's corporate governance practices, and their statutory and other duties and responsibilities as Directors. Directors are routinely updated on developments and changes in the operating environment, including revisions to accounting standards, and laws and regulations affecting the Manager and/or CCT. Directors are also encouraged to participate in industry conferences, seminars or any training programme in connection with their duties. During the financial year, the Directors attended various conferences and programmes to enhance their knowledge and expertise.

Principle 2: Board Composition and Guidance

Presently, the Board consists of nine Directors. The Chief Executive Officer is the only Executive Director while the remaining eight Directors are Non-Executive and three of whom are Independent Directors. The Board comprises business leaders, financial and legal professionals with fund management, property, banking and finance backgrounds. The Non-Executive Directors actively participate in setting and developing strategies and goals for management, and reviewing and assessing management performance. This enables management to benefit from the Board's diverse perspective on matters. It also enables the Board to interact and work with management through active discussions of ideas and views to help shape the strategic process and give sufficient deliberation on CCT's business activities. Coupled with a clear separation of the roles of the Chairman and the Chief Executive Officer, this provides a healthy professional relationship between the Board and management.

A Director is considered independent if he has no relationship with the Manager, its related companies or its officers that could interfere, or be reasonably perceived to interfere, with the exercise of the Director's independent business judgment in the best interest of CCT. Mr Fong Kwok Jen, Mr Ho Swee Huat and Dato' Mohammed Hussein are considered to be Independent Directors.

Mr Richard E. Hale, previously an Independent Director, was re-designated as Non-Independent Non-Executive Director of the Manager with effect from 15 July 2010. The re-designation was made pursuant to the revised Guidelines on Criteria for the Grant of a CMS Licence and Representative's Licence (CMS Guidelines) issued by MAS on 14 May 2010 because Mr Hale is also a member of the board of CapitaLand Limited (CapitaLand), the sponsor of CCT, where he remains as an Independent Director.

The Board is of the view that its current composition provides the necessary core competencies and that the current Board size is appropriate and effective, taking into consideration the nature and scope of CCT's operations.

The profiles of the Directors are set out on pages 14 to 16 of this Annual Report.

Principle 3: Chairman and Chief Executive Officer

The roles of Chairman and Chief Executive Officer are separate and the positions are held by two separate persons. The Chairman is Mr Richard E. Hale and the Chief Executive Officer is Ms Lynette Leong Chin Yee. This is to ensure an appropriate balance of power, increased accountability and greater capacity of the Board for independent decision-making. The division of responsibilities between the Chairman and the Chief Executive Officer facilitates effective oversight and a clear segregation of duties. The Chairman and the Chief Executive Officer are not related to each other.

The Chairman leads the Board to ensure the effectiveness on all aspects of its role and sets its agenda. He ensures that the members of the Board receive accurate, clear and timely information, facilitates the contribution of Non- Executive Directors, and encourages constructive relations between Executive Directors, Non-Executive Directors and management.

The Chairman also ensures that the Board works together with management with integrity, competency and moral authority, and engages management in constructive debate on strategy, business operations and enterprise risks.

The Chief Executive Officer has full executive responsibilities over the business directions and operational decisions of managing CCT.

Principle 4: Board Membership

Principle 5: Board Performance

As the Manager is not a listed entity, it does not have a nominating committee. The Manager believes that the performance of the Manager, and hence, its Board, is reflected in the long-term success of CCT. The Board performs the functions that such a committee would otherwise perform, namely, it administers nominations to the Board, reviews the structure, size and composition of the Board, and reviews the independence of Board members. Directors of the Manager are not subject to periodic retirement by rotation.

The composition of the Board is reviewed regularly to ensure that the Board has the appropriate size and mix of expertise and experience. A Director with multiple board representations is expected to ensure that sufficient attention is given to the affairs of the Manager and CCT.

The composition of the Board, including the selection of candidates for new appointments to the Board as part of the Board renewal process, is determined using the following principles:

• the Chairman of the Board should be a Non-Executive Director.
• the Board should comprise Directors with a broad range of commercial experience, including expertise in fund management, the property industry and in the banking and legal fields; and
• at least one-third of the Board should comprise Independent Directors.

The selection of candidates is evaluated taking into account various factors including the current and midterm needs and goals of CCT and the Manager as well as the relevant expertise of the candidates and their potential ability to contribute. Candidates may be put forward or sought through contacts and recommendations.

The independence of each Director is reviewed upon appointment, and thereafter annually, by the Board.

Reviews of Board performance are informal. Renewal or replacement of Board members do not necessarily reflect their contributions to-date, but may be driven by the need to position and shape the Board in line with the medium term needs of CCT and its business.

In the Manager's opinion, the financial indicators, set out in the Code as guides for the evaluation of the Board and its Directors, are more of a measurement of management performance and therefore less applicable to Directors. In any case, such financial indicators provide a snapshot of CCT's performance, and do not fully measure the sustainable long-term wealth and value creation of CCT. The Manager believes that Board performance and that of individual Board members would be better reflected and evidenced by proper guidance, diligent oversight and able leadership, and the support that it lends to management to steer CCT in the appropriate direction, and the long-term performance of CCT under favourable or challenging market conditions. Ultimately the interests of CCT will be safeguarded and reflected by maximisation of Unitholder's value.

Contributions by an individual Board member can also take other forms, including providing objective perspectives of issues, facilitating business opportunities and strategic relationships, and accessibility to management outside of a formal environment of Board and/or Board Committee meetings.

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