The Manager
Corporate Governance

The Manager of MCT is responsible for the strategic direction and management of the assets and liabilities of MCT as well as its subsidiaries (collectively, the “Group”). As a REIT manager, the Manager is licensed by the MAS and holds a Capital Markets Services Licence for REIT management (“CMS Licence”).

The Manager discharges its responsibility for the benefit of MCT and its unitholders (“Unitholders”), in accordance with the applicable laws and regulations as well as the trust deed constituting MCT (as amended) (the “Trust Deed”). To this end, the Manager sets the strategic direction of the Group and gives recommendations to DBS Trustee Limited, in its capacity as trustee of MCT (the “Trustee”), on the acquisition, divestment and enhancement of assets of the Group.

The Manager’s roles and responsibilities include:

  • carrying on the Group’s business to generate returns in a sustainable manner and conducting all transactions on normal commercial terms and on an arm’s length basis;
  • preparing annual budget proposal with forecast on gross revenue, property expenditure, capital expenditure and providing explanations on major variances against prior year’s actual results and written commentaries on key issues and any other relevant assumptions. The purpose of such proposals and analyses is to chart the Group’s business for the year ahead and to explain the performance of MCT’s properties compared to the prior year; and
  • ensuring compliance with applicable laws and regulations, including the Securities and Futures Act (Chapter 289 of Singapore), the Listing Manual of Singapore Exchange Securities Trading Limited (the “SGX-ST”), the Code on Collective Investment Schemes (“CIS Code”) issued by the MAS (including Appendix 6 of the CIS Code, the “Property Funds Appendix”), the Singapore Code on Takeovers and Mergers, the Trust Deed, written directions, notices, codes and other guidelines that the MAS and other regulators may issue from time to time and any tax rulings.

The Manager is committed to complying with the substance and spirit of the Code of Corporate Governance 2018 (the “Code”).

Board of Directors

The Manager adopts the principle that the Board of Directors (the “Board”) is collectively responsible for the long-term success of MCT and an effective Board for the Manager is one constituted with the right core competencies and diversity of experience, so that the collective wisdom of the Board can give guidance and provide insights as well as strategic thinking to the management team of the Manager (“Management”).

The key roles of the Board are to:

  • guide the corporate strategy and direction of the Manager;
  • ensure that Management discharges business leadership and demonstrates the highest quality of management with integrity and enterprise; and
  • oversee the proper conduct of the Manager.

In discharging their roles and responsibilities, all Directors of the Board are expected to act and have acted in the best interests of MCT.

The positions of Chairman and Chief Executive Officer (“CEO”) are held by two separate persons in order to maintain effective oversight. The Board has also established the Audit and Risk Committee (the “AC”) and the Nominating and Remuneration Committee (the “NRC”), each of which operates under delegated authority from the Board, to assist the Board in discharging its oversight function.

Nominating and Remuneration Committee 

The Manager has an established NRC which consists of a minimum of three members and is constituted in a way that enables it to exercise its judgment and demonstrate its ability to make decisions which are consistent with the current and future financial status of the business.

The current members are: Ms Kwa Kim Li, Lead Independent Non-Executive Director and Chairperson of NRC, Mr Kan Shik Lum, Independent Non-Executive Director, and Mr Hiew Yoon Khong, Non-Executive Director.

The NRC met once during FY19/20 and was guided by an independent remuneration consultant, Willis Towers Watson, who has no relationship with the Manager, the controlling shareholders of the Manager or its related entities and the Board of Directors that would interfere with its ability to provide independent advice to the NRC. The NRC has written terms of reference setting out its scope and authority in performing the functions of a nominating and remuneration committee, which include assisting the Board in matters relating to:

  • reviewing and recommending to the Board all nominations for the appointment and re-appointment of Directors and of members to the various Board Committees;
  • reviewing and recommending to the Board the succession plan for the Executive Director and CEO of the Manager;
  • the remuneration framework for the Directors, the Executive Director and CEO and Management of the Manager, including all option plans, stock plans and the like as well as the performance hurdles of such plans; • the specific remuneration package for the Directors and key management personnel; and
  • the termination payment, gratuities, severance payment and other similar payments to the Executive Director and CEO of the Manager.  

Audit and Risk Committee 

The Board is supported by the AC which provides additional oversight of financial, risks and audit matters, so as to maximise the effectiveness of the Board and foster active participation and contribution. The Manager adopts the principle that the AC shall have at least three members, all of whom must be non-executive and the majority of whom, including the AC Chairman, must be independent. The Board is of the view that the AC members collectively have recent and relevant expertise or experience in financial management and are appropriately qualified to discharge their responsibilities.

The AC has written terms of reference setting out its scope and authority, which include:

  • examination of interested person transactions;
  • review and approval of the scope of internal and external audit plans and activities;
  • review of the adequacy, effectiveness, independence, scope and audit findings of internal and external auditors as well as Management’s responses to them and the implementation of remedial actions to address such findings;
  • evaluation of the nature and extent of non-audit services performed by external auditors. In this regard, for FY19/20, MCT paid S$199,030 to PwC, of which S$114,030 was for audit services for the Group and S$85,000 for non-audit services rendered as reporting accountant relating to the acquisition of the entity which owns MBC II and the common premises at 10/20/30 Pasir Panjang Road. The AC has undertaken a review of all non-audit services provided by PwC and is of the opinion that such non-audit services would not affect the independence of PwC as the external auditor;
  • review of the quality and reliability of information prepared for inclusion in financial reports;
  • authority to investigate any matters within its terms of reference, full access to and co-operation by Management and full discretion to invite any Director or executive officer to attend its meetings, and reasonable resources to enable it to discharge its functions properly; • making recommendation to the Board on the appointment and re-appointment of external auditors; and 
  • approval of the remuneration and terms of engagement of external auditors.

Whistleblowing Policy

To reinforce a culture of good business ethics and governance, the Manager has a Whistleblowing Policy to encourage the reporting, in good faith, of any suspected improper conduct, including possible financial irregularities, while protecting the whistleblowers from reprisals. Any reporting concerning the Group or the Manager is notified to the AC Chairman of the Sponsor as well as the AC Chairperson of the Manager for investigation and to the AC of the Manager on the findings. For queries or to make a report, please write to reporting@mapletree.com.sg.

The latest and complete Corporate Governance Report can be found here.





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