CORPORATE GOVERNANCE
• in respect of the matters in which a director or his
associates have an interest, direct or indirect, such
interested director will notify his interest and, where
appropriate, abstain from voting. In such matters, the
Board may also seek external professional advice to
assist in their deliberations;
• all IPT must be reviewed by the ARCC and approved
by a majority of the ARCC. If a member of the ARCC
has an interest in a transaction, he or she will, where
appropriate, abstain from voting;
• directors receive training about their duties including
the importance of not being influenced by directives
from the shareholders which may conflict with the
obligations of the Manager owed to clients, Unitholders
or third parties who may, in turn, owe obligations to
CIT, or with their broader duties as directors;
• notwithstanding any request from its shareholders,
decisions regarding service providers retained by
the Manager go through a due diligence process
conducted by the Manager to ensure that appropriate
services are acquired in the circumstances;
• topreventmisuseof confidential information, employees
must not disclose, or use for their own purposes, or
cause any unauthorised disclosure of, any information
of a confidential nature relating to the business of the
Manager or its affiliates or its agents or customers;
• under the Trust Deed, other than a meeting convened
for the removal of the Manager, the Manager and its
associates are prohibited from being counted in a
quorum for or voting at any meeting of Unitholders
convened to approve any matter in which the Manager
or any of its associates has a material interest. For
so long as CITM is the Manager, the controlling
shareholders (as defined in the Listing Manual) of the
Manager and their respective associates are prohibited
from being counted in the quorum for or voting at any
meeting of Unitholders convened to consider a matter
in respect of which the relevant controlling shareholder
and/or their associates have a material interest; and
• if the Manager is required to decide whether or not
to take any action against any person in relation to
any breach of any agreement entered into by the
Trustee for and on behalf of CIT with an affiliate of
the Manager, the Manager shall be obliged to consult
with a reputable law firm (acceptable to the Trustee)
for legal advice on the matter. If that law firm is of
the opinion that the Trustee, on behalf of CIT, has a
prima facie case against the party allegedly in breach
under such agreement, the Manager is obliged to take
appropriate action in relation to such agreement. The
directors of the Manager will have a duty to ensure
that the Manager so complies. Notwithstanding
the foregoing, the Manager shall inform the Trustee
as soon as it becomes aware of a breach of any
agreement entered into by the Trustee for and on
behalf of CIT with an affiliate of the Manager and the
Trustee may take such action as it deems necessary
to protect the rights of Unitholders and in the interest
of Unitholders. Any decision by the Manager not to
take action against an affiliate of the Manager shall not
constitute a waiver of the Trustee’s rights to take such
action as it deems fit against such affiliate.
AUDIT COMMITTEE
Principle 12: The Board should establish an Audit
Committee with written terms of reference which
clearly set out its authority and duties.
The ARCC has been tasked to oversee the compliance and
risk management of the Manager’s and CIT’s operations.
In line with the revised 2nd Edition of the AC Guidelines,
the ARCC must comprise of at least three directors,
majority of whom must be independent.
As at 31December, 2014, the ARCCcomprises the following
directors, of which two out of three are Independent, Non-
executive Directors, including the Chairman:-
1. Mr Ooi Eng Peng
Chairman (Independant, Non-Executive Director)
2. Mr Tan Guong Ching
Member (Independant, Non-Executive Director)
3. Mr Michael Patrick Dwyer
Member (Non-Executive Director)
The separation of the roles of the Chairman of the
Board and the Chairman of the ARCC ensures greater
independence of the ARCC in the discharge of its duties.
Members of the ARCC bring with them invaluable
experience and professional expertise in the accounting,
finance, legal and business domains.
CAMBRIDGE INDUSTRIAL TRUST | ANNUAL REPORT 2014
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