Corporate Governance

As Trustee-Manager of CRT, Croesus Retail Asset Management Pte. Ltd is committed to upholding high standards of corporate governance and has adopted the principles set out in the Code of Corporate Governance 2012 (the “Code”).

The Board of Directors

The Board is collectively responsible for the long-term success of CRT. Together with the Management, it will work towards achieving this objective and is committed to the best interests of its Unitholders.

Some of its principal functions include providing leadership and direction to the Management, overseeing the company’s internal controls and business risk management processes, and ensuring accurate and timely communication with Unitholders.

The Board meets regularly, at least once every quarter, and more often if necessary, to review the performance of CRT and to deliberate and approve investment proposals submitted by the Management.

Comprising five members, three of whom are independent, the Board has the appropriate mix of expertise and experience with a strong presence of independence so that it is able to exercise objective judgement on corporate affairs independently.

Each Director has been appointed based on his professional experience and potential to contribute to the proper guidance of CRT – there is healthy interaction between the Board and the Management with a robust exchange of ideas and views. The positions of Chairman of the Board and Chief Executive Officer are separately held by two persons in order to ensure a balance of power and authority and to maintain an effective check and balance.

To assist the Board in the discharge of its functions, the Board is supported by the Audit and Risk Committee (the “ARC”). All matters discussed and agreed at the ARC meetings are presented to the Board for endorsement before implementation.

Audit & Risk Committee (the “ARC”)

The role of the ARC is to monitor and evaluate the effectiveness of the Trustee-Manager’s internal controls. Comprising Mr Eng Meng Leong (Chairman), Mr Quah Ban Huat and Mr Lim Teck Leong David, all members of the ARC are Independent and Non-Executive Directors, and are appropriately qualified for this role with the necessary accounting and financial expertise.

CRT also has in place a whistle blowing policy and channel that allows employees and external parties, in confidence, to report possible improprieties directly to the ARC. The objective for such arrangement is to ensure independent investigation of such matters and for appropriate follow-up action to be taken.

For more information on CRT’s whistle blowing policy, click here.

Communication with Unitholders

The Trustee-Manager is committed to regular, timely and transparent communication with the investing community, in particular with its Unitholders. In addition to being publicly available on the SGX-ST’s website, CRT’s quarterly financial results, reports to Unitholders, investor presentation slides, distribution notices, press releases and other material developments are also published on this website.

The Management also regularly meets with analysts, institutional investors and fund managers to promote CRT, communicate its business performance and developments and gather views and feedback. The Management also addresses queries raised by retail Unitholders via phone calls or emails.

Environmental, Social and Governance Responsibility

The Trustee-Manager is committed to ensuring that its commercial activities have minimal impact on the environment. It also works towards ensuring that there are high standards in place to safeguard the safety and welfare of all the employees.

At the property level, the Trustee-Manager has implemented several environmental sustainability initiatives. For example, cooking oil left over from restaurant and food court tenants at Mallage Shobu are collected to ensure that the leftover oil is properly disposed of. At Aeon Town Moriya, all the common area lighting has been changed to light-emitting diode (“LED”) light bulbs, which are more energy efficient and environmentally friendly. Going forward, the Trustee-Manager also plans to promote the use of LED lighting at the other properties in CRT’s portfolio.

For more details on CRT’s corporate governance process and practices, please refer to the full corporate governance statement.

Downloadable File:

CORPORATE GOVERNANCE.pdf

Whistle Blowing Policy

The Whistle Blowing Policy is intended to help employees who have major concerns over any wrongdoing within the Group relating to unlawful conduct, misconduct of behaviour and unethical business practices. The Company strongly encourage employee to raise the concern even when it is just a concern before concrete proof is evidenced.

Confidentiality and Safeguards for the Employee

The company is committed to maintain confidentiality and safeguard the interest of the reporting of concern. Employees who raise the concern can be assured that they will not be at risk of losing job or suffering any form of retribution and harassment, provided that the disclosure is made in good faith, the information is believed to be substantially true, and that the employee is not acting for personal gain.

As the report is treated on an anonymous basis, the Company encourages the employee to reveal the identity in the report in order for the Designated Officers to investigate the matter, protect the employee’s position as well as to provide feedback to the employee.

Reporting of Concerns

Mr David Lim, Chairman of the Board of Directors and Mr Eng Meng Leong, Chairman of the Audit and Risk Committee are the designated officers responsible for receiving, recording and retaining all concerns. They shall treat all disclosures confidentially and shall notify only those individuals who need to be involved in order to carry out investigations on the concern.

They shall determine the seriousness of the matter and decide if the issue should be investigated using internal and/or external resources, such as an external auditor.

The relevant employee shall be informed of the final outcome of any investigation, subject to any legal constraints.

If the employee is unsure whether to practice this whistle blowing policy or to obtain an independent advice at any stage, the employee may contact the following personnel:

  1. A director who is independent of the management
  2. The internal auditor, KPMG
  3. The external auditor, Ernst & Young

To Make a Report

To make a report, please send via email to reporting@croesusretailtrust.com. Your report will be sent directly to the Designated Officers. Please use the following format:

  1. The background and history of the concern (giving relevant details)
  2. The reason why the employee is particularly concerned about the situation

For more details, please refer to CRT’s full whistle blowing policy.

Downloadable File:

WHISTLE BLOWING POLICY.pdf