The Manager
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 subsidiary (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, 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 the Trustee, on the acquisition, divestment and enhancement of assets of the Group.

The Manager’s roles and responsibilities include:

  • carrying out 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 SGX-ST, the 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 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 2012 (the “Code”). 

Board of Directors

The Manager adopts the principle that an effective Board of Directors (the “Board”) for the Manager is one which is 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 the senior management of the Manager 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 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 NRC has written terms of reference setting out its scope and authority in performing the functions of a nominating and remuneration committee, which include, but not limited to, 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, Executive Director and CEO, and senior 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 Executive Director and CEO of the Manager; 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 recognises the importance of maintaining a sound internal control and risk management system to safeguard the assets of the Group and Unitholders' interests, through a framework that enables risks to be assessed and managed. 

The AC provides oversight of the financial reporting, accounting policies and the adequacy and effectiveness of the Group's internal control and risk management systems, as well as its compliance processes. 

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 Chairperson, must be independent. 

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

  • oversight of financial reporting including review of quarterly and annual financial results for release to the public and this includes discussion on changes to accounting standards and issues which have a direct impact on the financial statements;
  • review of the adequacy and effectiveness of MCT's internal controls and reporting to the Board on the review;
  • review of audit findings of internal and external auditors, as well as management responses to them; 
  • review the scope and results of the external audit and the independence and objectivity of external auditors, including the evaluation of the nature and extent of their non-audit services.
  • recommendation on the appointment and re-appointment of external auditors and approval of their remuneration and terms of engagement; and
  • examination of interested person transactions.

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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