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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
CORPORATE GOVERNANCE
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;
• to prevent misuse of 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 CITM 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 ARCCwas established to assist the Board in its oversight
of CIT and the Manager’s governance in relation to financial,
risk, audit, information technology and compliance matters.
The ARCC scope of authority and responsibilities are
defined in its term of reference and in compliance with
the revised 2nd edition of the Audit Committee (“AC”)
Guidelines announced in August 2014.
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 31 December 2015, the ARCC comprises the following
Directors, of which two out of three are Independent, Non-
executive Directors (including the Chairman):-
1 Mr Ooi Eng Peng
Chairman (Independent, Non-executive Director)
2 Mr Tan Guong Ching
Member (Independent, 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.
The ARCC has explicit authority to investigate any matter
within its terms of reference. It has full access to, and
the co-operation of the Management and full discretion
to invite any Director or staff to attend its meetings. The
ARCC has adequate resources, including access to external
consultants and auditors, to enable it to discharge its
responsibilities properly.
The ARCC functions are broadly defined as assisting the
Board in fulfilling its oversight responsibilities by:
• reviewing the significant financial reporting issues
and judgements so as to ensure the integrity of the
financial information provided by the Manager to
any governmental authority or the public and any
