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Corporate
Governance
Our Role
CapitaCommercial Trust (CCT), constituted as a trust,
is external ly managed by CapitaCommercial Trust
Management Limited, as manager of CCT (Manager).
The Manager appoints experienced and well-qualified
personnel to run the day-to-day operations of CCT.
On 23 August 2010, the Manager obtained a Capital
Markets Services (CMS) Licence issued by the Monetary
Authority of Singapore (MAS) to carry out real estate
investment trust (REIT) management as required under
the new licensing regime for REIT managers which took
efect from 1 August 2008.
Our primary role as the Manager is to set the strategic
direction of CCT and make recommendations to HSBC
Institutional Trust Services (Singapore) Limited, as
trustee of CCT (Trustee), on the acquisition, divestment
or enhancement of the assets of CCT in accordance with
its stated investment strategy.
As the Manager, we have general powers of management
over the assets of CCT. Our primary responsibility is
to manage the assets and liabilities of CCT for the
benefit of unitholders of CCT (Unitholders) with a focus
on generating rental income and, where appropriate,
increasing CCT’s assets over time so as to enhance the
return on investments and ultimately, the distributions and
total return to Unitholders.
Our other funct ions and respons ibi l i t ies as the
Manager include:
• preparing property plans annually for review by the
directors of the Manager (Directors), including proposals
and forecasts on net income, capital expenditure, sales
and valuations, explanation of major variances to
previous forecasts, written commentary on key issues
and underlying assumptions on rental rates, occupancy
costs and any other relevant assumptions. These plans
explain the performance of CCT’s assets;
• preparing the accounts of CCT;
• ensuring compliance with relevant laws and regulations,
including the applicable provisions of the Securities and
Futures Act, Chapter 289 (SFA), the Listing Manual of
Singapore Exchange Securities Trading Limited (SGX-
ST) (Listing Manual), the Code on Collective Investment
Schemes (CIS Code) issued by MAS and the tax rulings
issued by the Inland Revenue Authority of Singapore on
the taxation of CCT and its Unitholders;
• at tending to al l regular communicat ions wi th
Unitholders; and
• supervising the property manager, Capi taLand
Commercial Management Pte. Ltd. which performs
the day-to-day property management functions
(including leasing, accounting, marketing, promotion,
coordination and property management) for CCT’s
properties, including playing a key role in directing
the property management function for Raffles City
Singapore, through its 60.0% interest in CapitaLand
(RCS) Property Management Pte. Ltd. which provides
property management services to Rafes City Singapore
(CapitaLand Commercial Management Pte. Ltd. and
CapitaLand (RCS) Property Management Pte. Ltd.
collectively known as the Property Manager).
The trust deed constituting CCT dated 6 February 2004
(as amended) (Trust Deed) outlines certain circumstances
under which the Manager can be removed, by notice in
writing given by the Trustee, in favour of a corporation
appointed by the Trustee upon the occurrence of certain
events, including by a 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.
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 2011 as the Manager, with specific references to
the Code.
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