C A M B R I D G E I N D U S T R I A L T R U S T
A N N U A L R E P O R T 2 0 1 5
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results or one month before the annual and semi-annual
results, and if applicable, property valuation, and ending on
the date of announcement of the relevant results.
Review Procedures for Interested Party
Transactions (“IPT”)
The Manager has established an internal control system to
ensure that all future transactions involving the Trustee and
any related party of the Manager or CIT are undertaken on
normal commercial terms and will not be prejudicial to the
interests of CIT and the Unitholders. Generally, the Manager
will demonstrate to the ARCC that such transactions satisfy
the foregoing criteria, whichmay entail obtaining quotations
from parties unrelated to the Manager, or obtaining one or
more valuations from independent valuers, in accordance
with the Property Funds Appendix.
In addition:
• transactions equal to or exceeding $100,000 in value
but below 3% of the value of CIT’s net tangible assets
are subject to review by the ARCC at regular intervals;
• transactions equal to or exceeding 3%, but below 5% of
the value of CIT’s latest audited net tangible assets, are
subject to the review and prior approval of the ARCC.
Such approval will only be given if the transactions are
on normal commercial terms and consistent with similar
types of transactions made by Trustee with third parties
which are unrelated to the Manager; and
• transactions (either individually or as part of a series or if
aggregated with other transactions involving the same
related party during the same financial year) equal to
or exceeding 5% of the value of CIT’s latest audited
net tangible assets, are reviewed and approved by
the ARCC who may, as it deems fit, request advice on
the transaction from independent sources or advisers,
including the obtaining of valuations from independent
valuers. Further, under the Listing Manual and the
Property Funds Appendix, such transactions would
have to be approved by the Unitholders at a meeting of
Unitholders.
Where matters concerning CIT relate to transactions
entered into, or to be entered into, by the Trustee for and
on behalf of CIT with a related party of the Manager or CIT,
the Trustee is also required to ensure that such transactions
are conducted on normal commercial terms and are not
prejudicial to the interests of CIT and the Unitholders.
CORPORATE GOVERNANCE
Further, the Trustee has the ultimate discretion under
the Trust Deed to decide whether or not to enter into a
transaction involving a related party of the Manager or CIT.
If the Trustee is to sign any contract with a related party
of the Manager or CIT, the Trustee will review the contract
to ensure that it complies with the requirements relating
to interested party transactions in the Property Funds
Appendix and the provisions of the Listing Manual relating
to interested person transactions, as well as such other
guidelines issued by MAS and the SGX-ST that apply to
REITs. All IPTs (and the basis, quotation obtained to support
its basis) entered into are maintained in records by the
Manager and reviewed by the ARCC.
CIT will, in compliance with Rule 905 of the Listing Manual,
announce any interested person transaction if such
transaction, either by itself or when aggregated with other
interested person transactions entered into with the same
interested person during the same financial year, is 3% or
more of CIT’s latest audited net tangible assets.
Dealings with Conflicts of Interest
The following key protocols have been established to deal
with conflict of interest issues:
• all executive officers are employed by the Manager;
• all resolutions in writing of the Directors of the Manager
in relation to matters concerning CIT must be approved
by a majority of the Directors, including at least one
Independent Director;
• at least one third of the Board is comprised of
Independent Directors;
• 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
