Corporate Governance


REPORT FOR THE PERIOD FROM 1 JANUARY 2023 TO
31 DECEMBER 2023

Our Role

We, as the manager of CapitaLand Ascendas REIT (CLAR) (Manager), set the strategic direction of CLAR and its subsidiaries (CLAR Group) and make recommendations to HSBC Institutional Trust Services (Singapore) Limited, in its capacity as trustee of CLAR (Trustee), on any investment or divestment opportunities for CLAR and the enhancement of the assets of CLAR in accordance with the stated investment strategy for CLAR.

The research, evaluation and analysis required for this purpose are coordinated and carried out by us as the Manager. As the Manager, we have general powers of management over the assets of CLAR. Our primary responsibility is to manage the assets and liabilities of CLAR for the benefit of the unitholders of CLAR (Unitholders). We do this with a focus on generating rental income and enhancing asset value over time to maximise returns from the investments, and ultimately the distributions and total returns, to the Unitholders.

Our other functions and responsibilities as the Manager include but not limited to:

(a) using our best endeavours to conduct CLAR’s business in a proper and efficient manner;

(b) preparing annual business plans for review by the directors of the Manager (Directors), including forecasts on revenue, net income, and capital expenditure, explanations on major variances to previous years’ financial results, written commentaries on key issues and underlying assumptions on rental rates, operating expenses and any other relevant assumptions;

(c) ensuring compliance with relevant laws and regulations, including the Listing Manual of Singapore Exchange Securities Trading Limited (SGX-ST) (Listing Manual), the Code on Collective Investment Schemes (CIS Code) issued by the Monetary Authority of Singapore (MAS) (including Appendix 6 of the CIS Code (Property Funds Appendix)), the Securities and Futures Act 2001 (SFA), written directions, notices, codes and other guidelines that MAS may issue from time to time, the tax rulings issued by the Inland Revenue Authority of Singapore and relevant tax authorities on the taxation of CLAR and where relevant, its Unitholders, and the United Kingdom’s Alternative Investment Fund Managers Regulations 2013 (as amended) (AIFMR) and the European Union’s Directive 2011/61/EU on Alternative Investment Fund Managers (AIFMD);

(d) attending to all regular communications with Unitholders; and

(e) supervising the property managers and third-party managing agents (collectively known as the Asset / Property Managers) which perform the day-to-day property management functions (including leasing, marketing, promotion, operations coordination and other property management activities) for CLAR’s properties.

The Manager also considers sustainability issues (including environmental and social factors) as part of its responsibilities. CLAR’s environmental sustainability and community outreach programmes are set out on pages 16 and 17 of this Annual Report (AR). CLAR, constituted as a trust, is externally managed by the Manager. The Manager appoints experienced and well qualified personnel to run its day-to-day operations.

The Manager was appointed in accordance with the terms of the trust deed constituting CLAR dated 9 October 2002 (as amended, varied or supplemented from time to time) (Trust Deed)1. The Trust Deed outlines certain circumstances under which the Manager can be removed, including by notice in writing given by the Trustee upon the occurrence of certain events, or by resolution passed by a simple majority of Unitholders present and voting at a meeting of Unitholders duly convened and held in accordance with the provisions of the Trust Deed.

The Manager is a wholly owned subsidiary of CapitaLand Investment Limited (CLI) which holds a significant unitholding interest in CLAR. CLI is a leading global real estate investment manager, with a vested interest in the long-term performance of CLAR. CLI’s significant unitholding in CLAR demonstrates its commitment to CLAR and as a result, CLI’s interest is aligned with that of the other Unitholders. The Manager’s association with CLI provides the following benefits, among other things, to CLAR:

(a) strategic pipelines of property assets through, amongst others, CLI’s access to the development capabilities of and pipeline investment opportunities from CapitaLand Group’s development arm;

(b) wider and better access to banking and capital markets on favourable terms;

(c) fund raising and treasury support; and

(d) access to a bench of experienced management talent.

OUR CORPORATE GOVERNANCE FRAMEWORK AND CULTURE

The Manager embraces the tenets of good corporate governance, including accountability, transparency and sustainability. It is committed to enhancing long-term Unitholder value and has appropriate people, processes and structure to direct and manage the business and affairs of the Manager with a view to achieving operational excellence and delivering the CLAR Group’s long-term strategic objectives. The policies and practices it has developed to meet the specific business needs of the CLAR Group provide a firm foundation for a trusted and respected business enterprise.

Our corporate governance framework as at the date of this AR is set out below:

The Board of Directors (Board) sets the tone from the top and is responsible for the Manager’s corporate governance standards and policies, underscoring their importance to the CLAR Group.

This corporate governance report (Report) sets out the corporate governance practices for the financial year     ended 31 December 2023 (FY2023) with reference to the Code of Corporate Governance 2018 (last amended 11 January 2023) (Code).

Throughout FY2023, the Manager has complied with the principles of corporate governance laid down by the Code and also, substantially, with the provisions underlying the principles of the Code. Where there are deviations from the provisions of the Code, appropriate explanations are provided in this Report. This Report also sets out additional policies and practices adopted by the Manager which are not provided in the Code.

CLAR has received accolades from the investment community for excellence in corporate governance and corporate governance-related efforts. In FY2023, CLAR received the Gold Award for Best Annual Report (REITs & Business Trusts) at the Singapore Corporate Awards 2023. CLAR was also ranked third in the REITs and Business Trusts category on the Singapore Governance and Transparency Index (SGTI).

As testament to our commitment to environment, social and corporate governance, CLAR scored “A” for public disclosure and achieved a 4-star rating for GRESB2 Real Estate Assessment 2023. CLAR has been included by SGX in the Fast Track Programme list. The scheme recognises listed companies with good governance standards and compliance practices, and accords prioritised clearance for selected corporate-action submissions. Please refer to Sustainability Highlights section on pages 16 to 17 of this AR for more details.

Read the full Corporate Governance Report