CCT Ar-2015
CCT Ar-2015
CCT Ar-2015
SPACES.
INSPIRING
BUSINESSES.
CAPITALAND COMMERCIAL TRUST
Annual Report 2015
CREATING
SPACES.
INSPIRING
BUSINESSES.
Our proactive and disciplined approach towards
asset, portfolio and capital management as well as
acquisition and developments has driven CapitaLand
Commercial Trust to generate higher distributions to
Unitholders. In view of evolving working space needs,
impending market challenges as well as our continuous
pursuit of business and service excellence, we focus
on creating spaces, environments and communities
that would inspire businesses and enable us to attract
and retain tenants. We believe this focus reinforces
the resilience of our assets and portfolio, giving us the
flexibility to grow the Trust and drive value creation for
our Unitholders.
Contents
Overview
02
03
06
07
13
14
16
2015 Highlights
Financial Highlights
Year in Brief 2015
Message to Unitholders
Value Creation
Property Portfolio
Trust Structure &
Organisation Structure
Board of Directors
The Manager
Corporate Governance
Enterprise Risk Management
Investor Relations
Sustainability
50 Sustainability Management
Business Review
78 Independent Market Review
85 Financial Review
91 Operations Review
Portfolio Details
97 Property Details
107 Glossary
Financials & Additional
Information
Cover
CapitaGreen, Singapore
Artwork
Living World Series by Ju Ming
Corporate Profile
CapitaLand Commercial Trust (CCT or the Trust) is the first and largest commercial real estate investment
trust (REIT) on SGX-ST with a market capitalisation of S$4.0 billion as at 31 December 2015. CCT aims
to own and invest in commercial real estate and real estate-related assets which are income producing.
The total deposited property of CCT is S$7.7 billion as at 31 December 2015, comprising a portfolio of
10 prime commercial properties in Singapore, including joint ventures.
Listed on SGX-ST on 11 May 2004, CCT was created through a distribution in specie by CapitaLand
Limited (CapitaLand) to its shareholders.
The Trust is managed by an external manager, CapitaLand Commercial Trust Management Limited
(CCTML or the Manager), which is an indirect wholly owned subsidiary of CapitaLand, one of Asias
largest real estate companies.
Vision
Mission
Any discrepancies in the tables and charts between the listed figures and totals thereof are due to rounding. Where applicable, figures and percentages
are rounded to one decimal place.
02
2015 Highlights
Distributable Income
S$254.5 million
8.62 cents
2.1% YoY
1.9% YoY
Market Capitalisation
S$4.0 billion
S$7.7 billion
10 properties
97.1%
S$1.73
1.2% YoY
Aggregate Leverage
29.5%
2.5% p.a.
Credit Rating
A-
A3
Overview
Corporate
Governance &
Transparency
Sustainability
Business
Review
Financials &
Additional
Information
Portfolio
Details
03
Financial Highlights
Gross Revenue1
(S$ million)
429.1
375.8
386.9
132.6
135.5
243.2
251.4
262.6
273.2
231.1
2011
2012
2013
2014
2015
361.2
130.1
139.5
155.9
95.2
182.1
Distributable Income
(S$ million)
199.4
197.1
205.2
212.8
2012
2013
2014
2015
8.04
101.9
112.3
8.62
8.14
7.52
2012
2013
2014
2015
7,003.0
2011
7,218.2
2013
2013
7,721.5
1.57
2012
2012
2014
2015
2011
99.4
8.46
234.2
6,753.9
96.1
254.5
212.8
2011
2011
325.1
296.5
228.5
277.3
307.1
295.5
2014
2015
2011
1.62
2012
1.67
2013
1.71
2014
1.73
2015
With the adoption of FRS 111 Joint Arrangements since 2014, CCTs 60.0% interest in RCS Trust and 40.0% interest in MSO Trust are
accounted for as interest in joint ventures. Gross revenue and net property income of CCTs 60.0% interest in RCS Trust and 40.0% interest
in MSO Trust are represented in grey colour bars. Revenue contribution from MSO Trust, which owns CapitaGreen, only started in FY 2015
as CapitaGreen obtained temporary occupation permit on 18 December 2014. The 2011 to 2013 figures are restated for reference.
04
Financial Highlights
2011
2012
2013
2014
2015
6,011.7
6,695.1
6,959.8
7,358.5
7,478.1
Unitholders Funds
4,541.4
4,714.7
4,912.7
5,153.5
5,234.1
2,017.5
2,072.1
2,060.9
2,182.7
2,234.8
Market Capitalisation
2,988.6
4,790.4
4,174.2
5,168.2
3,986.5
As at 31 December
2011
2012
2013
2014
2015
7.52
8.04
8.14
8.46
8.62
16.77
13.60
13.08
15.41
10.42
30.2
30.1
29.3
29.3
29.5
4.3
4.5
5.9
7.2
7.4
0.30
0.35
0.32
0.33
0.34
For more details, please refer to CCTs Financial Statements and Operations Review in this report.
1
With the adoption of FRS 111 Joint Arrangements since 2014, CCTs 60.0% interest in RCS Trust and 40.0% interest in MSO Trust are accounted
for as interest in joint ventures. The 2011 to 2013 figures are restated for reference.
+1.9%
100
Jan
2011
-9.6%
-10.0%
Jul
2011
Jan
2012
Jul
2012
Jan
2013
Jul
2013
Jan
2014
Jul
2014
Jan
2015
Jul
2015
Dec
2015
Overview
Corporate
Governance &
Transparency
Business
Review
Sustainability
Portfolio
Details
Financials &
Additional
Information
05
2012
2013
2014
2015
1.05
1.68
1.45
1.76
1.35
Highest (S$)
1.56
1.69
1.73
1.76
1.93
Lowest (S$)
0.96
1.05
1.33
1.39
1.27
1.34
1.34
1.53
1.60
1.54
1,673.6
1,952.6
1,956.3
1,868.3
2,306.3
1.77
1.77
1.70
1.62
1.56
1.43
1.34
1.41
1.31
1.35
125.5
132.1
Nov
Dec
259.4
240.0
222.4
207.4
171.1
Jan
1.33
Feb
190.4
201.9
204.5
190.7
161.0
Mar
Apr
May
Jun
Jul
Aug
Sep
Oct
CCTs distribution yield is based on FY 2015 DPU of 8.62 cents over closing price of S$1.35 on 31 December 2015.
CCTs net property yield is based on FY 2015 net property income including Raffles City Singapore over December 2015 valuation.
06
January
July
24 J u l y A c h i e ve d d i s t r i b u t a b l e i n c o m e
of S$127.2 million for 1H 2015 and DPU of
4.31 cents for 1H 2015.
February
August
12 February Moodys Investors Service upgraded
CCTs issuer rating to A3 from Baa1.
17 February Issued JPY8.6 billion floating rate
notes due 2023. The JPY proceeds were hedged to
S$100.0 million at SGD fixed interest rate of 3.05%
per annum.
March
20 March Finance Asias 15th annual Asias Best
Managed Companies poll of 250 global portfolio
managers and buy-side analysts ranked CCT among
the top 5 Singapore large-cap companies in two
categories: Best Corporate Governance and Best
Investor Relations.
April
21 April Obtained Unitholders approval for
renewal of Unit buy-back mandate at Annual
General Meeting.
22 April Achieved distributable income of
S$62.7 million for 1Q 2015.
May
6 May Changed name to CapitaLand Commercial
Trust. Counter name and code name remained
unchanged as CapitaCom Trust and C61U
respectively.
18-27 May Healthy treats for tenant community at
CCT properties.
June
22 June CapitaGreen wins Best Tall Building
in Asia and Australasia by the Council on Tall
Buildings and Urban Habitats (CTBUH). CTBUH
is the worlds leading resource for professionals
focused on the design and construction of tall
buildings and future cities.
Overview
Corporate
Governance &
Transparency
Sustainability
Business
Review
Portfolio
Details
Financials &
Additional
Information
07
Message to Unitholders
Left
Dear Unitholders,
The year in review was one of resilience for CapitaLand
Commercial Trust (CCT, or the Trust). Anchored on
solid fundamentals, CCT is well positioned to weather
challenges in the Singapore office market. We have
achieved stable growth buoyed by well-located quality
assets, effective portfolio and asset management,
robust balance sheet as well as diversified funding
streams.
By adopting a for ward-looking and disciplined
approach with our portfolio reconstitution strategy, we
have refreshed the portfolio so that all the properties
stay relevant to meet the demands of tenants.
Asset enhancement initiatives to upgrade our older
Grade A office buildings have been completed
over the years. We have successfully redeveloped
Market Street Car Park into CapitaGreen, and CCT
08
Message to Unitholders
Sum of distribution and capital appreciation from CCTs opening unit price on 11 May 2004 to closing unit price on 31 December 2015, taking
into account reinvested distribution and the effects of the renounceable rights issue in 2009.
Overview
Corporate
Governance &
Transparency
Sustainability
Business
Review
Portfolio
Details
Financials &
Additional
Information
09
10
Message to Unitholders
Overview
Corporate
Governance &
Transparency
Sustainability
Business
Review
Portfolio
Details
Financials &
Additional
Information
11
2015
2015
(DPU)1.9%8.62
2015(CCT)
A
,(Market
Street Car Park)CapitaGreen2016
A
40.0%
(29.5%)
(REIT)45.0%
2 015
2.1%25 4 5 0
(N P I )
2015
8.6220141.9%
201512311.35
6.4%2004511
203.6%1
2 0151231
75201412
1.6%2015
772150
1.2%1.71
1.73
2 015 1231
Ca p itaG ree n 91.3 %2 015
CapitaG reen
CapitaGreen2015
2016
40.0%CapitaGreen
(Capital Tower)2013
(ROI)7.8%201512
3500(4000
)8.2%
676,000
2015123197.1%
95.1%2014
96.8%
20162017
201583%
15%
2016
10%
2015
8.618.90
3.4%
2009200451120151231
12
29.5%40.0%
13
84%
201512312.5%2014
2.3%
2015
(MTN)
13.05%
2023220158131
202182.96%
CapitaGreen
92020
CapitaG reen
201712
(CapitaLand)(Mitsubishi Estate
Asia)60.0%
CapitaGreen
10%(2015123177210)
()
2015
(SG50kachang
puteh)
Gifts of Joy578
Gifts of Joy
(The Boys Brigade)
(CapitaLand Hope Foundation)
2 015 99 C a p i t a G re e n
(Ca p ita La n d)
2 015 6
(Council on Tall Buildings and Urban Habitats,
CTBUH)CapitaGreen
12(MIPIM
Asia)CapitaGreen
CapitaGreen
CapitaGreen201510
2015(BIM)
2015
(Digital Online Tenancy System, DOTS)
2015320(FinanceAsia)
25015
2016 2 23
Corporate
Governance &
Transparency
Overview
Sustainability
Business
Review
Portfolio
Details
Financials &
Additional
Information
13
Value Creation
CCT adopts a portfolio reconstitution strategy to position our portfolio for growth and continuous
development. Over the years, we have proactively managed our assets to enhance and/or unlock the
value of our properties in line with our goal to optimise the potential of our portfolio.
Grow
portfolio
Flexibility and
speed to
seize growth
opportunities
Recycle
capital
Funding
flexibility
Organic
growth
Enhance /
refurbish asset
Value
creation
Unlock value
Asset enhancements
Divestments
Acquisitions
Capital Tower
(Completed in
December 2015)
Raffles City Tower
(Completed in June
2014)
Six Battery Road
(Completed in
December 2013)
Capital Tower
Development
CapitaGreen
14
Property Portfolio
Portfolio Statistics
As at 31 December
2014
2015
10
10
363,360 / 3,911,207
364,251 / 3,920,802
294,425 / 3,169,189
295,115 / 3,176,615
7,358.5
7,478.1
Number of Tenants
626
634
96.8
97.1
Number of Properties
1. Capital Tower
8. Wilkie Edge
6. Twenty Anson
7. HSBC Building
9. Bugis Village
Overview
Corporate
Governance &
Transparency
Business
Review
Sustainability
Financials &
Additional
Information
Portfolio
Details
1. Capital Tower
2. Six Battery Road
3. One George Street
4. Raffles City Singapore (60.0% interest)
5. CapitaGreen (40.0% interest)
6. Twenty Anson
7. HSBC Building
8. Wilkie Edge
9. Bugis Village
10. Golden Shoe Car Park
15
CBD
Singapore Central
Business District
hor
Roa
Esplanade
Orchard Road
Esplanade Drive
Bras
Basah
Roc
Fairmont
Singapore
Dhoby
Ghaut
City
Hall
Swissotel
The Stamford
Singapore
Stamford Road
Raffles Avenue
2
10
Tanjong
Pagar
6
Legend
CCT Properties
MRT
Landmarks
Raffles Quay
Telok
Ayer
Shenton Way
Chinatown
Marina Boulevard
Ascott
Raffles Place
Robinson Road
t
re
e
Ce
cil
St
Cross Street
Raffles
Place
Pickering Street
Havelock Road
Anson Road
Clarke
Quay
5. CapitaGreen
Raffles Boulevard
Collyer Quay
Plaza
Singapura
Bugis
Junction
North Bridge Road
Wilkie Road
Victoria Street
Selegie Road
Bugis
Central Boulevard
Downtown
Marina
Bay
16
Trust Structure
Unitholders
Holdings of
Units in CCT
The Manager
CapitaLand
Commercial Trust
Management Limited
Management
services
CapitaLand Commercial
Management Pte. Ltd.
Acts on behalf
of Unitholders
Management
fees
Property
management
services
The Property
Managers
Distributions
Trustees
fees
Ownership
of assets
The Trustee
HSBC Institutional
Trust Services
(Singapore) Limited as
Trustee of CCT
Net Property
Income
Properties
Property
management
fees
CapitaLand (RCS)
Property Management
Pte. Ltd.
1. Capital Tower
2. Six Battery Road
3. One George Street
4. Raffles City Singapore
(60.0% interest)
5. CapitaGreen (40.0% interest)
6. Twenty Anson
7. HSBC Building
8. Wilkie Edge
9. Bugis Village
10. Golden Shoe Car Park
Organisation Structure
The Manager
CapitaLand Commercial Trust Management Limited
Board of Directors
Head,
Investment
Head,
Asset
Management
Kevin Chee
Head,
Finance
Head,
Investor
Relations &
Communications
Vice President,
Customer
Experience
Management
Anne Chua
Ho Mei Peng
Faith Soh
Overview
Corporate
Governance &
Transparency
Sustainability
Business
Review
Portfolio
Details
Financials &
Additional
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17
Board of Directors
Lam Yi Young
Non-Executive Non-Independent
Director
Non-Executive Non-Independent
Director
Audit Committee
Dato Mohammed Hussein
Lam Yi Young
Goh Kian Hwee
Executive Committee
Lim Ming Yan
Lynette Leong Chin Yee
Wen Khai Meng
Chong Lit Cheong
18
Board of Directors
Mr Soo Kok Leng will step down as Director and Board Chairman of Singapore Technologies Electronics Limited with effect from 1 March 2016.
Overview
Corporate
Governance &
Transparency
Sustainability
Business
Review
Portfolio
Details
Financials &
Additional
Information
19
20
Board of Directors
Overview
Corporate
Governance &
Transparency
Sustainability
Business
Review
Portfolio
Details
Financials &
Additional
Information
21
Lam Yi Young
Non-Executive Independent Director
22
Board of Directors
Overview
Corporate
Governance &
Transparency
Sustainability
Business
Review
Portfolio
Details
Financials &
Additional
Information
23
The Manager
Finance
The Finance team supports CCTs investment and
asset management strategies through quarterly
financial reporting, budgeting, implementation of
treasury and taxation policies, as well as sourcing and
management of funds for the Trusts ongoing operations
and acquisitions.
Ms Anne Chua
Head, Finance (since January 2010)
Anne is responsible for CCTs financial management
functions. She oversees business matters involving
treasur y, accounting and capital management,
ensuring full alignment with CCTs investment strategy.
Anne draws on her extensive regional experience in
finance and treasury with banks, locally listed and
multinational companies. She holds a Bachelor of
Business Administration from the National University
of Singapore, a Master of Applied Finance from
Macquarie University of Australia and a Master
of Professional Accounting from the Singapore
Management University.
Investment
The Investment team expands and optimises CCTs
property portfolio mix through strategic acquisitions.
It identifies and analyses potential investment targets,
and evaluates alternative investment and asset holding
structures to enhance the Trusts total investment
returns. It also identifies potential divestment targets to
enhance the value of the Trust.
Mr Chew Peet Mun
Head, Investment (since March 2008)
Peet Muns experience in finance and real estate spans
over 15 years. Prior to CCT, Peet Mun was Vice President
of CapitaLand Financial Services Limited where he
helped establish and manage various CapitaLandsponsored private funds and real estate investment
trusts in Singapore and Malaysia. He holds a Bachelor
of Business Administration (First Class Honours) from
the National University of Singapore and was a recipient
of the Lee Kuan Yew Gold Medal and MAS Book Prize.
24
The Manager
Asset Management
The Asset Management team undertakes asset
enhancement and environmentally sustainable initiatives
to realise the value potential of CCTs portfolio. It directs
asset enhancement exercises to maximise rental
income, and fosters close ties with tenants to understand
and meet their needs. The Asset Management team
works with the Property Managers to execute asset
strategies, boost rental and non-rental incomes and
manage operating expenses. It also collaborates with
the Investment team to evaluate acquisition targets and
optimise returns from the assets.
Mr Kevin Chee
Head, Asset Management (since March 2015)
Kevin has more than 15 years of real estate and
finance experience that includes investment and asset
management, fund management, development and
project management, and property management. Prior
to CCT, he was with CapitaLand Malls Asia, the retail
business unit of CapitaLand, first as Country Head,
India where he established the companys India retail
development, investment and asset management
platform, and managed the company sponsored
private fund and other fund investments. Upon his
return to Singapore, he was responsible for various
group level strategic initiatives. Prior to CapitaLand,
Kevin was Senior Vice President, Asset Management
for YTL Pacific Star REIT Management Limited, the
manager of Starhill Global REIT, where he was involved
in the listing and subsequent management of the REIT.
He holds a Bachelor of Business (Honours) from the
Nanyang Technological University of Singapore.
Ms Ho Mei Peng
Head, Investor Relations and Communications
(since March 2006)
Mei Peng brings more than 10 years of experience in
managing investor relations and communications. She
has been instrumental to the Trusts communication
and liaison activities, and is responsible for the delivery
of timely and up-to-date information to the investing
community. Mei Peng graduated with an Honours
degree in Japanese Studies from the National University
of Singapore.
Overview
Corporate
Governance &
Transparency
Sustainability
Business
Review
Portfolio
Details
Financials &
Additional
Information
25
Corporate Governance
OUR ROLE
Our primary role as the manager of CCT (Manager) is to set the strategic direction of CCT and make
recommendations to HSBC Institutional Trust Services (Singapore) Limited, in its capacity as trustee of CCT
(Trustee), on any investment opportunities for CCT and the enhancement of the assets of CCT in accordance
with the stated investment strategy for CCT. 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 CCT. Our primary responsibility is to
manage the assets and liabilities of CCT for the benefit of the unitholders of CCT (Unitholders). We do this with a
focus on generating rental income and enhancing asset value over time so as to maximise the returns from the
investments, and ultimately the distributions and total returns to Unitholders.
Our other functions and responsibilities as the Manager include:
(a) using our best endeavours to conduct CCTs 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 CIS Code (Property Funds
Appendix)), the Securities and Future Act (Chapter 289 of Singapore), written directions, notices, codes and
other guidelines that MAS may issue from time to time, and the tax rulings issued by the Inland Revenue
Authority of Singapore on the taxation of CCT and Unitholders;
(d) attending to all regular communications with Unitholders; and
(e) supervising CapitaLand Commercial Management Pte. Ltd. (Property Manager), the property manager which
performs the day-to-day property management functions (including leasing, marketing, promotion, coordination
and property management) for CCTs properties; with regard to Raffles City Singapore (RCS), which is held
by CCT and CapitaLand Mall Trust (CMT) in the proportions of 60.0% and 40.0% respectively, the Property
Manager holds 60.0% interest in CapitaLand (RCS) Property Management Pte. Ltd. which provides property
management services to RCS with CapitaLand Retail Management Pte Ltd, the property manager of the malls
owned by CMT, holding the other 40.0%. As a result of its interest in CapitaLand (RCS) Property Management
Pte. Ltd., the Property Manager is able to play a key role in directing the property management function for RCS.
The Manager also considers sustainability issues (including environmental and social factors) as part of its
responsibilities. CCTs environmental sustainability and community outreach programmes are set out on pages
50 to 77 of this Annual Report.
CCT, constituted as a trust, is externally managed by the Manager. The Manager appoints experienced and well
qualified management to run its day-to-day operations.
The Manager was appointed in accordance with the terms of the trust deed constituting CCT dated 6 February
2004 (as amended, varied or supplemented from time to time) (Trust Deed). 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 a 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 Limited (CL) which holds a significant unitholding interest
in CCT. CL is a long-term real estate developer and investor and has strong inherent interests in the performance of
CCT. CLs significant unitholding in CCT ensures its commitment to CCT and as a result, CLs interest is aligned with
26
Corporate Governance
that of other Unitholders. The Managers association with CL provides the following benefits, among other things, to CCT:
(a) a stable pipeline of property assets through CLs development activities;
(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 CULTURE
The Manager aspires to the highest standards of corporate governance. The Manager is committed to ongoing
improvement in corporate governance. It has developed and, on an ongoing basis, maintains sound and
transparent policies and practices to meet the specific business needs of CCT and to provide a firm foundation
for a trusted and respected business enterprise. The Manager remains focused on complying with the substance
and spirit of the principles of the Code of Corporate Governance 2012 (the Code) while achieving operational
excellence and delivering CCTs long-term strategic objectives. The Board of Directors (Board) is responsible
for the Managers corporate governance standards and policies, underscoring their importance to the Manager.
The Manager has received accolades from the investment community for excellence in corporate governance.
More details can be found in the Investor Relations section on page 48 of this Annual Report.
This report sets out the corporate governance practices for the financial year (FY) 2015 with reference to the
Code. Where there are deviations from the principles and guidelines of the Code, an explanation has been
provided within this Annual Report.
(A) BOARD MATTERS
The Boards Conduct of Affairs
Principle 1:
Every company should be headed by an effective Board to lead and control the company. The Board is
collectively responsible for the long-term success of the company. The Board works with Management
to achieve this objective and Management remains accountable to the Board.
The Manager is led by the Board, with non-executive independent Directors (IDs) comprising half of the Board. This
exceeds the requirements in the Code. Each Director brings to the Board skills, experience, insights and sound
judgement which, together with his or her strategic networking relationships, serve to further the interests of CCT.
The Board oversees the affairs of the Manager in furtherance of the Managers primary responsibility to manage
the assets and liabilities of CCT for the benefit of Unitholders. The Board provides leadership to the Chief
Executive Officer (CEO) and the management team (Management) and sets the strategic vision, direction and
long-term objectives for CCT. The CEO, assisted by Management, is responsible for the execution of the strategy
for CCT and the day-to-day operation of CCTs business.
The Board provides leadership to Management, sets strategic directions and oversees the management of CCT.
The Board establishes goals for Management and monitors the achievement of these goals. It ensures that proper
and effective controls are in place to assess and manage business risks and compliance with requirements under
the Listing Manual, the Property Funds Appendix, as well as any other applicable guidelines prescribed by the
SGX-ST, MAS or other relevant authorities, and applicable laws. It also sets the disclosure and transparency
standards for CCT and ensures that obligations to Unitholders and other stakeholders are understood and met.
The Board has reserved authority to approve certain matters and these include:
(a) material acquisitions, investments, disposals and divestments;
(b) issue of new units in CCT (Units);
(c) income distributions and other returns to Unitholders; and
(d) matters which involve a conflict of interest for a controlling Unitholder or a Director.
Overview
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27
The Board has established various Board Committees to assist it in the discharge of its functions. These Board
Committees are the Audit Committee (AC), the Corporate Disclosure Committee (CDC) and the Executive
Committee (EC). The compositions of the various Board Committees are set out on page 44 of this Annual Report.
Each of these Board Committees operates under delegated authority from the Board, with the Board retaining overall
oversight. The Board may form other Board Committees as dictated by business imperatives. Membership of the
various Board Committees is managed to ensure an equitable distribution of responsibilities among Board members,
to maximise the effectiveness of the Board and to foster active participation and contribution from Board members.
Diversity of experience and appropriate skills are considered in the composition of the respective Board Committees.
The Board has adopted a set of internal controls which establishes approval limits for capital expenditure,
investments, divestments, bank borrowings and issuance of debt instruments. Apart from matters that specifically
require the Boards approval, the Board delegates authority for transactions below those limits to Board Committees
and Management. Approval sub-limits are also provided at Management level to optimise operational efficiency.
The Board meets at least once every quarter, and as required by business imperatives. Where exigencies
prevent a Director from attending a Board meeting in person, the Constitution of the Manager permits the
Director to participate via teleconferencing or video conferencing. The Board and Board Committees may also
make decisions by way of resolutions in writing.
A total of five Board meetings were held in FY 2015. A table showing the attendance record of the Directors at
meetings of the Board and Board Committees during FY 2015 is set out on page 44 of this Annual Report. The
Manager believes in the manifest contribution of its Directors beyond attendance at formal Board and Board
Committee meetings. To judge a Directors contributions based on his or her attendance at formal meetings alone
would not do justice to his or her overall contributions, which include being accessible to Management for guidance
or exchange of views outside the formal environment of Board and Board Committee meetings.
The Manager provides suitable training for Directors. Upon appointment, each Director is provided with a formal letter
of appointment and a copy of Directors Manual (which includes information on a broad range of matters relating
to the role and responsibilities of a director). All Directors on appointment also undergo an induction programme to
familiarise themselves with matters relating to the business activities of CCT, its strategic directions and policies, the
regulatory environment in which CCT operates and the Managers corporate governance practices.
Following their appointment, Directors are provided with opportunities for continuing education in areas such as directors
duties and responsibilities, changes to regulations and accounting standards and industry-related matters, so as to be
updated on matters that affect or may enhance their performance as directors or Board Committee members.
At all times, the Directors are collectively and individually obliged to act honestly and with diligence, and to
consider the best interests of Unitholders. In addition to disclosure of any interest a Director may have in a matter
under consideration by the Board, any Director who is in a conflict of interest situation is also required to abstain
from participating in discussions on the matter.
Board Composition and Guidance
Principle 2:
There should be a strong and independent element on the Board, which is able to exercise objective
judgement on corporate affairs independently, in particular, from Management and 10% shareholders.
No individual or small group of individuals should be allowed to dominate the Boards decision making.
The Board reviews from time to time the size and composition of the Board with a view to ensuring that the size
of the Board is appropriate in facilitating effective decision-making taking into account the scope and nature of
CCT and its subsidiaries (CCT Group) operations, and that the Board has a strong independent element.
The Board presently comprises eight Directors, of which four are IDs. The Chairman of the Board is an ID. Profiles
of the Directors are provided on pages 17 to 22 of this Annual Report.
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Corporate Governance
The Board assesses the independence of each Director in accordance with the guidance in the Code. An ID is
one who has no relationship with the Manager, its related corporations, its shareholders who hold 10% or more of
the voting shares of the Manager or Unitholders who hold 10% or more of the Units in issue of CCT or its officers
that could interfere, or be reasonably perceived to interfere, with the exercise of his independent business
judgement. The relevant non-executive Directors had provided declarations of their independence which have
been deliberated upon by the Board. The Board has also examined the different relationships identified by the
Code that might impair the Directors independence and objectivity.
Mr Soo Kok Leng is also a corporate advisor of Temasek International Advisors Pte Ltd (TIA). In this role, Mr Soo
provides corporate advisory services to Temasek Holdings (Private) Limited (Temasek) in relation to proposed
investments of Temasek. This role does not pose any conflict of interests issue for Mr Soo. In addition, Mr Soos
role in TIA is non-executive and advisory in nature, and he is not involved in the day-to-day conduct of the
business of TIA. He also does not represent Temasek on the board of the Manager and he is not accustomed or
under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes
of Temasek in acting as a director of the Manager.
The Board has also considered whether Mr Soo had demonstrated independence of character and judgement
in the discharge of his responsibility as a director of the Manager in FY 2015, and is satisfied that Mr Soo had
acted with independent judgement. Mr Soo had also recused himself from deliberating on any transactions
that might potentially give rise to a conflict of interest. The Board therefore considers that the relationships and
circumstances set out above did not affect his independence.
The Board has also considered whether each of Dato Mohammed Hussein, Mr Lam Yi Young and Mr Goh Kian
Hwee had demonstrated independence of character and judgement in the discharge of his responsibilities as a
Director in FY 2015, and is satisfied that each of Dato Mohammed Hussein, Mr Lam Yi Young and Mr Goh Kian
Hwee has acted with independent judgement.
On the bases of the declarations of independence provided by the Directors and the guidance in the Code, the Board
has determined that Mr Soo Kok Leng, Dato Mohammed Hussein, Mr Lam Yi Young and Mr Goh Kian Hwee are
independent directors, as defined under the Code. Each member of the Board had recused himself from deliberations
on his own independence.
Chairman and Chief Executive Officer
Principle 3:
There should be a clear division of responsibilities between the leadership of the Board and the
executives responsible for managing the companys business. No one individual should represent
a considerable concentration of power.
To maintain an appropriate balance of power, increased accountability and greater capacity of the Board for independent
decision making, the roles and responsibilities of the Chairman and the CEO are held by separate individuals.
The non-executive independent Chairman, Mr Soo Kok Leng, is responsible for leading the Board and ensuring
that the Board is effective in all aspects of its role. The CEO, Ms Lynette Leong Chin Yee, has full executive
responsibilities over the business directions and operational decisions of CCT and is responsible for implementing
CCTs strategies and policies and conducting CCTs business.
The Chairman is responsible for leadership of the Board and for creating the conditions for overall Board, Board
Committee and individual Director effectiveness. This includes setting the agenda of the Board in consultation
with the CEO and promoting constructive engagement among the Directors as well as between the Board and
the CEO on strategic issues.
The Chairman plays a significant leadership role by providing clear oversight, advice and guidance to the CEO
and Management on strategies and business operations.
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The Chairman and the CEO are not immediate family members. The separation of the roles of the Chairman
and the CEO and the resulting clarity of roles provide a healthy professional relationship between the Board and
Management, and facilitate robust deliberations on the business activities of CCT and the exchange of ideas and
views to help shape CCTs strategic process.
Board Membership
Principle 4:
There should be a formal and transparent process for the appointment and re-appointment of
directors to the Board.
The Board undertakes the function of a nominating committee and therefore, the Manager does not have a nominating
committee. The Board performs the functions that such a committee would otherwise perform, namely, it administers
nominations to the Board, reviews the structure, size and composition of the Board, and reviews the performance
and independence of Board members. The Board seeks to ensure that the composition of the Board provides an
appropriate balance and diversity of skills, experience and knowledge of the industry and that the Directors, as a
group, have the necessary core competencies relevant to CCTs business. The current Board comprises individuals
who are business leaders and professionals with financial, banking, funds management, real estate, legal, investment
and accounting backgrounds. The varied backgrounds of the Directors enable Management to benefit from their
respective expertise and diverse background.
As part of its commitment towards improving its corporate governance, the Board recently undertook a review
of the matter and has determined that it shall continue to undertake the functions of a nominating committee.
The following considerations were taken into account:
(a) the Manager is a dedicated manager to only CCT and in general, REITs (including CCT) have a more focused
scope and scale of business compared to those of listed companies. For this reason, the Boards capacity would
not be unduly stretched if the responsibilities of a nominating committee were also undertaken by the Board as
the Board would be able to give adequate attention to such issues;
(b) the focused scope of the business of CCT also means a manageable competency requirement for the Board such
that the Board is able to manage the duties of a nominating committee; and
(c) that IDs form at least half of the Board and the Chairman is an ID demonstrate that the IDs play a substantive role and
assures the objectivity and independence of the decision-making process concerning nomination. This also mitigates
any concerns of conflict which can be managed by having the conflicted directors abstain from the decision-making
process. Further, conflict situations are less likely to arise in matters of nomination.
In terms of the criteria and process put in place for selecting, appointing and reappointing Directors and for
reviewing the performance of Directors, the Board has adopted the following for FY 2016 and after:
(a) The Board will at least annually carry out a review of the Board composition as well as on each occasion when
an existing ID gives notice of his intention to retire or resign. This is to assess the collective skills, knowledge and
experience of Directors represented on the Board to determine whether the Board, as a whole, has the skills,
knowledge and experience required to achieve the Managers objectives for CCT.
(b) The Board will review the suitability of any candidates put forward by any director for appointment, having regard
to the skills required and the skills represented on the Board and whether a candidates skills, knowledge and
experience will complement the existing Board and whether he or she has sufficient time available to commit
to his or her responsibilities as a director, and whether he or she is a fit and proper person for the office in
accordance with the Guidelines on Fit and Proper Criteria issued by MAS (which require the candidate to be,
among other things, competent, honest, to have integrity and be financially sound).
(c) External consultants may be engaged from time to time to access a wide base of potential directors.
(d) No member of the Board will be involved in any decision of the Board relating to his own appointment,
reappointment or assessment of independence.
(e) A newly appointed Director will receive a formal appointment letter and a copy of Directors Manual
(which includes information on a broad range of matters relating to the role and responsibilities of a director).
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(f) All directors on appointment will undergo an induction programme to help familiarise them with matters relating
to CCTs business and the Managers strategy for CCT.
(g) The performance of the Board, Board Committees and directors will be reviewed annually.
(h) The Board will proactively address any issues identified in the board performance evaluation.
The adopted process takes into account the requirements in the Code that the composition of the Board,
including the selection of candidates for new appointments to the Board as part of the Boards renewal process,
be determined using the following principles:
(a) the Board should comprise Directors with a broad range of commercial experience, including expertise in funds
management, the property industry, banking and legal fields; and
(b) at least one-third of the Board should comprise IDs. Where, among other things, the Chairman of the Board is not
an ID, at least half of the Board should comprise IDs.
As at least half of the Board comprises IDs, the Manager will not be voluntarily subjecting any appointment and
reappointment of directors to voting by Unitholders. The Chairman of the Board is presently an ID. The Board
intends to continue with the principle that at least half of the Board shall comprise IDs.
On Board renewal, the Manager believes that Board renewal is a necessary and continual process, for good
governance and ensuring that the Board has the skills, expertise and experience which are relevant to the evolving
needs of CCTs business; renewal or replacement of a Director therefore does not necessarily reflect his or her
performance or contributions to date. In reviewing its Board composition, the Board will, with effect from FY 2016,
also consider the guidelines that an ID should serve for no more than a maximum of two three-year terms and any
extension of his or her appointment after he or she has served for six years could be on a yearly basis up to a period
of nine years (inclusive of the initial two three-year terms served).
Guideline 4.4 of the Code recommends that the Board determine the maximum number of listed company board
representations which any director may hold and disclose this in the annual report. The Board is of the view that, the
limit on the number of listed company directorships that an individual may hold should be considered on a case-bycase basis, as a persons available time and attention may be affected by many different factors such as whether he or
she is in full-time employment and his or her other responsibilities. A director with multiple directorships is expected to
ensure that sufficient attention can be and is given to the affairs of the Manager in managing the assets and liabilities
of CCT for the benefit of Unitholders. The Board believes that each Director is best placed to determine and ensure
that he or she is able to devote sufficient time and attention to discharge his or her duties and responsibilities as a
director of the Manager, bearing in mind his or her other commitments. In considering the nomination of an individual
for appointment, the Board will take into account, among other things, the competing time commitments faced by
any such individual with multiple Board memberships as well as his or her other principal commitments. All Directors
had confirmed that notwithstanding the number of their individual listed company board representations and other
principal commitments, which each of them held, they were able to devote sufficient time and attention to the affairs of
the Manager in managing the assets and liabilities of CCT for the benefit of Unitholders. The Board also notes that, as
at the date of this Annual Report, none of the IDs serves on more than four listed company boards. Taking into account
also the attendance record of the Directors at meetings of the Board and Board Committees during FY 2015 (set out
on page 44 of this Annual Report), the Board is of the view that the current commitments of each of its Directors are
reasonable and each of the Directors is able to and has been adequately carrying out his or her duties.
Board Performance
Principle 5:
There should be a formal annual assessment of the effectiveness of the Board as a whole and its
board committees and the contribution by each director to the effectiveness of the Board.
The Manager believes that Board performance is ultimately reflected in the long-term performance of CCT.
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The Board strives to ensure that there is an optimal blend in the Board of background, experience and knowledge
in business, finance and management skills critical to CCTs business and that each Director can bring to the
Board an independent and objective perspective to enable balanced and well-considered decisions to be made in
the interests of CCT. Contributions by an individual Board member can also take other forms, including providing
objective perspectives on issues, facilitating business opportunities and strategic relationships, and accessibility to
Management outside of the formal environment of Board and/or Board Committee meetings.
Reviews of Board performance were carried out on an informal basis for FY 2015. The Manager believes that
collective Board performance and that of individual Board members are better reflected in, and evidenced by, its
and their proper guidance, diligent oversight and able leadership, and the support that it lends to Management
in steering CCT in the appropriate direction, and the long-term performance of CCT whether under favourable or
challenging market conditions. The Board was also able to assess the Board Committees through their regular
reports to the Board on their activities.
Access to Information
Principle 6:
In order to fulfil their responsibilities, directors should be provided with complete, adequate and
timely information prior to board meetings and on an on-going basis so as to enable them to make
informed decisions to discharge their duties and responsibilities
The Manager recognises the importance of providing the Board with relevant information on a timely basis prior
to Board meetings and on an ongoing basis to enable the Directors to make informed decisions to discharge their
duties and responsibilities. Reports on CCTs performance are also provided to the Board on a regular basis.
The Board meets regularly and Board meetings, in general last up to half a day. At each Board meeting, the CEO
updates on CCTs business and operations, as well as financial performance. Presentations in relation to specific
business areas are also made by key executives and external consultants or experts; this allows the Board to
develop a good understanding of the progress of CCTs business as well as the issues and challenges facing CCT,
and also promotes active engagement between the Board and the key executives of the Manager.
As a general rule, Board papers are sent to Board members at least five working days prior to each Board
meeting to allow members of the Board to prepare for the Board meetings and to enable discussions to focus
on any questions that they may have.
In line with the Managers commitment to limit paper wastage and reduce its carbon footprint, the Manager no
longer provides printed copies of Board papers and Directors are instead provided with tablet devices to enable
them to access and read Board and Board Committee papers prior to and at meetings. This initiative also enhances
information security as the papers are downloaded to the tablet devices through an encrypted channel.
In addition to providing complete, adequate and timely information to the Board on Board affairs and issues
requiring the Boards decision, Management also provides ongoing reports relating to the operational and
financial performance of the Manager, such as monthly management reports.
Where appropriate, informal meetings are also held for Management to brief Directors on prospective deals and
potential developments in the early stages before formal Board approval is sought.
The Board has separate and independent access to Management including the company secretary of the
Manager (Company Secretary) at all times. The Company Secretary attends to corporate secretarial administration
matters and is the corporate governance advisor on corporate matters to the Board and Management. The
Company Secretary attends Board meetings. The Board, whether as individual Directors or as a group, is also
entitled to have access to independent professional advice where required, at the Managers expense.
The AC also meets the internal and external auditors separately at least once a year, without the presence of the
CEO and Management and has unfettered access to any information that it may require.
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In terms of the process to be put in place by the Manager for developing policies on remuneration and determining
the remuneration packages for Directors and executive officers, the Manager will, through an independent
remuneration consultant, take into account benchmarking within the industry, as appropriate. It may also
consider the compensation framework of CL as a point of reference. The Manager is a subsidiary of CL which
also holds a significant stake in CCT. The association with the CL group puts the Manager in a better position
to attract and retain better qualified management talent; it provides an intangible benefit to the Manager such
that it allows its employees to associate themselves with an established corporate group which can offer them
the depth and breadth of experience and a career horizon. Following the issuance of new MAS directions and
guidelines relating to the remuneration of its key executives, the Manager has begun the process of reviewing its
remuneration policy with a view to adopting a policy which is in line with the new MAS directions and regulations.
The principles governing the Managers key management personnel remuneration policy are as follows:
Business Alignment
Focus on generating rental income and enhancing asset value over time so as to maximise returns from
investments and ultimately the distributions and total returns to Unitholders
Provide sound, structured funding to ensure affordability and cost-effectiveness in line with performance goals
Enhance retention of key talents to build strong organisational capabilities
Motivate Right Behaviour
Pay for performance align, differentiate and balance rewards according to multiple dimensions of performance
Strengthen line-of-sight linking rewards and performance goals
Fair & Appropriate
Ensure competitive remuneration relative to the appropriate external talent markets
Manage internal equity such that remuneration systems are viewed as fair
Significant and appropriate portion of pay-at-risk, taking into account risk policies for CCT Group,
symmetrical with risk outcomes and sensitive to the risk time horizon
Effective Implementation
Maintain rigorous corporate governance standards
Exercise appropriate flexibility to meet strategic business needs and practical implementation considerations
Facilitate employee understanding to maximise the value of the remuneration programmes
The fixed component comprises the base salary, fixed allowances and compulsory employer contribution to an
employees Central Provident Fund. The variable cash component comprises an annual bonus plan which is linked
to the achievement of annual performance targets for each key executive. Annual performance targets are in the
form of both quantitative and qualitative measures and are aligned to the business strategy for CCT Group and
linked to the performance of CCT. The market-related benefits provided are comparable with local market practices.
For FY 2015, remuneration for key management personnel comprises a fixed component, a variable cash component,
an equity-based component and market-related benefits. For the equity-based component, for FY 2015, shares of CL
were awarded pursuant to the share plans of CL. With effect from FY 2016, Units will be issued in place of CL shares,
so as to better align the interest of key management personnel with the long term interest of Unitholders.
The Code requires an issuer to disclose the names and remuneration of the directors, CEO and at least the top five
key management personnel (who are not also directors or the CEO) of the Manager. In this regard, as the Manager
is currently in the midst of reviewing the remuneration policy, with a view to adopt a new remuneration policy in
line with the new directions and guidelines of MAS for FY 2016, the Manager is not making any disclosures in
this Annual Report as the remuneration figures for FY 2015 will not be meaningful or useful, from an information
perspective, to Unitholders with respect to FY 2016 and beyond.
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There were no employees of the Manager who were immediate family members of a Director or the CEO during
FY 2015. Immediate family member refers to the spouse, child, adopted child, step-child, sibling or parent of
the individual.
The Directors fees for FY 2015 are shown in the table below. The CEO as an executive director does not receive any fees
in her capacity as a Director. Directors fees are a fixed sum and generally comprise a basic retainer fee as a Director,
an additional fee for serving on any of the Board Committees and an attendance fee for participation in meetings of the
Board and any of the Board Committees, project meetings and verification meetings.
Non-executive Directors (save for Directors who are employees of CL) receive Directors fees which are payable
by way of cash and Units. The Manager believes that the payment of a portion of the Directors fees in Units will
serve to align the interests of such Directors with that of Unitholders and CCTs long-term growth and value.
Directors Fees1
Board Members
FY 2015
FY 2014
S$106,0002
S$72,8992,3
N.A.4
N.A.4
N.A.
N.A.
S$123,0002
S$112,0002
Lam Yi Young
S$79,4005
S$76,0005
S$80,0002
S$76,0002
N.A.4
N.A.4
N.A.4
N.A.4
Inclusive of attendance fees of (a) S$2,000 (local director) and S$5,000 (foreign director) per meeting attendance in person (b) S$1,700 per
meeting attendance via teleconferencing or video conferencing, and (c) S$1,000 per meeting attendance at project and verification meetings
subject to a maximum of S$10,000 per Director per annum.
Each non-executive Director shall receive up to 20% of his Directors fees in the form of Units (subject to truncation adjustments). The remainder of the
Directors fees shall be paid in cash. No new Units will be issued for this purpose as these Units will be paid by the Manager from the Units it holds.
Mr Soo Kok Leng was appointed as Chairman of the Board with effect from 22 September 2014.
All Directors fees payable to Mr Lam Yi Young, a public officer, will be paid in cash to a government agency, The Directorship & Consultancy
Appointments Council.
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where practical, material internal controls in areas managed by external service providers. Any material non-compliance
or lapses in internal controls together with corrective measures recommended by the internal and external auditors
are reported to and reviewed by the AC. The adequacy and effectiveness of the measures taken by the Manager in
response to the recommendations made by the internal and external auditors are also reviewed by the AC.
The Board has received assurance from the CEO and the Head of Finance of the Manager that:
(a) the financial records of CCT Group have been properly maintained and the financial statements for the year
ended 31 December 2015 give a true and fair view of CCT Groups operations and finances; and
(b) the system of risk management and internal controls in place for CCT Group is adequate and effective in
addressing the material risks faced by CCT Group in its current business environment including material
financial, operational, compliance and information technology risks. The CEO and the Head of Finance of the
Manager have obtained similar assurances from the respective risk and control owners.
In addition, in FY 2015, the Board has received quarterly certification by Management on the integrity of financial
reporting and the Board has provided a negative assurance confirmation to Unitholders as required by the Listing
Manual.
Based on the ERM Framework established and the reviews conducted by the Management and both the internal and
external auditors, as well as the assurance from the CEO and the Head of Finance of the Manager, the Board concurs
with the recommendation of the AC and is of the opinion, that the system of risk management and internal controls
addressing material financial, operational, compliance and information technology risks established by the Manager is
adequate and effective to meet the needs of CCT Group in its current business environment as at 31 December 2015.
The Board notes that the system of risk management and internal controls established by the Manager provides
reasonable, but not absolute, assurance that CCT Group, as it strives to achieve its business objectives, will not be
significantly affected by any event that can be reasonably foreseen or anticipated. The Board notes that no system
of risk management and internal controls can provide absolute assurance in this regard, or absolute assurance
against poor judgement in decision making, human error, losses, fraud or other irregularities.
Audit Committee
Principle 12:
The Board should establish an Audit Committee with written terms of reference which clearly set
out its authority and duties.
All the members of the AC, including the Chairman of the AC, are IDs. The members bring with them invaluable recent
and relevant managerial and professional expertise in accounting and related financial management domains.
The AC has explicit authority to investigate any matter within its terms of reference. Management is required to
provide the fullest co-operation in providing information and resources, and in implementing or carrying out all
requests made by the AC. The AC has direct access to the internal and external auditors and full discretion to
invite any Director or executive officer to attend its meetings. Similarly, both the internal and external auditors are
given unrestricted access to the AC.
The AC is guided by its terms of reference, in particular, the AC:
(a) reviews the significant financial reporting issues and judgements so as to ensure the integrity of the financial
statements of CCT Group and any announcements relating to CCT Groups financial performance;
(b) reviews and reports to the Board at least annually the adequacy and effectiveness of the Managers internal controls,
including financial, operational, compliance and information technology controls, and risk management systems;
(c) reviews the effectiveness of the Managers internal audit and compliance functions;
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(d) reviews the scope and results of the external audit and independence and objectivity of the external auditors;
(e) makes recommendations to the Board on the proposals to Unitholders on the appointment, reappointment
and removal of the external auditors, and approving the remuneration of the external auditors;
(f) reviews and approves processes to regulate transactions involving an Interested Person (as defined in Chapter 9 of the
Listing Manual) and/or Interested Party (as defined in the Property Funds Appendix) (each, an Interested Person) and
CCT and/or its subsidiaries (Interested Person Transactions), to ensure compliance with the applicable regulations,
in particular, the requirements that the transactions are on normal commercial terms and are not prejudicial to the
interests of CCT and its minority Unitholders; and
(g) reviews the policy and arrangements by which employees of the Manager and any other persons may, in
confidence, report suspected fraud or irregularity or suspected infringement of any laws or regulations or rules
or, raise concerns about possible improprieties in matters of financial reporting or other matters with a view
to ensuring that arrangements are in place for such concerns to be raised and independently investigated,
and for appropriate follow up action to be taken.
The AC has reviewed the nature and extent of non-audit services provided by the external auditors during FY 2015 and
the fees paid for such services. The AC is satisfied that the independence of the external auditors has not been impaired
by the provision of those services. The external auditors have also provided confirmation of their independence to the
AC. The aggregate amount of fees paid and payable to the external auditors for FY 2015 was approximately S$275,000,
of which audit fees amounted to approximately S$260,000 and non-audit fees amounted to approximately S$15,000.
In FY 2015, the AC also met with the internal and external auditors, without Managements presence, to discuss the
reasonableness of the financial reporting process, the system of internal controls, and the significant comments and
recommendations by the auditors. Where relevant, the AC makes reference to the best practices and guidance in the
Guidebook for Audit Committee in Singapore and the practice directions issued from time to time in relation to Financial
Reporting Surveillance Programme administered by the Accounting and Corporate Regulatory Authority of Singapore.
The Manager confirms, on behalf of CCT, that CCT complies with Rule 712 and Rule 715 of the Listing Manual.
Internal Audit
Principle 13:
The company should establish an effective internal audit function that is adequately resourced and
independent of the activities it audits.
The Manager has in place an internal audit function supported by CLs Internal Audit Department (CL IA) which
reports directly to the AC and administratively to the CEO. CL IA plans its internal audit schedules in consultation
with, but independently of, Management and its plan is submitted to the AC for approval prior to the beginning of
each year. The AC also meets with CL IA at least once a year without the presence of Management. CL IA has
unfettered access to the Managers documents, records, properties and employees, including access to the AC.
CL IA is a corporate member of the Singapore branch of the Institute of Internal Auditors Inc. (IIA), which has its
headquarters in the United States of America. CL IA subscribes to, and is guided by, the International Standards
for the Professional Practice of Internal Auditing (Standards) developed by the IIA and has incorporated these
Standards into its audit practices.
To ensure that internal audits are performed by competent professionals, CL IA recruits and employs suitably
qualified professional staff with the requisite skill sets and experience.
CL IA identifies and provides training and development opportunities for its staff to ensure their technical
knowledge and skill sets remain current and relevant.
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of the annual general meeting. As and when an extraordinary general meeting is to be held, Unitholders will
receive a copy of the circular which contains details of the matters to be proposed for Unitholders consideration
and approval. Notices of the general meetings are also advertised in the press and issued via SGXNet.
At general meetings, Unitholders are encouraged to communicate their views and discuss with the Board and
Management matters affecting CCT. Representatives of the Trustee, Directors (including the chairpersons of
the Board and the AC), the Managers senior management and the external auditors of CCT, would usually be
present at general meetings to address any queries that the Unitholders may have.
To safeguard Unitholders interests and rights, a separate resolution is proposed for each substantially separate
issue at general meetings. To ensure transparency in the voting process and better reflect Unitholders interest,
the Manager conducts electronic poll voting for all the resolutions proposed at the general meetings. Voting and
vote tabulation procedures are disclosed at the general meetings. Votes cast, for or against and the respective
percentages, on each resolution are tallied and displayed live-on-screen to Unitholders immediately at the
general meetings. The total number of votes cast for or against the resolutions and the respective percentages
are also announced on SGXNet after the general meetings. Voting in absentia and by email which are currently
not permitted may only be possible following careful study to ensure that the integrity of information and
authentication of the identity of unitholders through the web are not compromised, and legislative changes are
effected to recognise remote voting.
Minutes of the general meetings are taken and are available to Unitholders for their inspection upon request.
Since 2015, minutes of the annual general meetings are also uploaded on CCTs website at www.cct.com.sg.
Unitholders also have the opportunity to communicate their views and discuss with the Board and Management
matters affecting CCT after the general meetings.
(E) ADDITIONAL INFORMATION
Executive Committee
Apart from the AC and CDC, the Board has also established an EC.
The EC oversees the day-to-day activities of the Manager and that of CCT, on behalf of the Board. The EC is
guided by its terms of reference, in particular, the EC:
(a) reviews, endorses and recommends to the Board strategic directions and management policies of the
Manager in respect of CCT;
(b) oversees operational, investment and divestment matters within approved financial limits; and
(c) reviews management reports and operating budgets.
The members of the EC also meet informally during the course of the year.
Dealings with Interested Persons
Review Procedures for Interested Person Transactions
The Manager has established internal control procedures to ensure that all Interested Person Transactions are
undertaken on an arms length basis and on normal commercial terms, which are generally no more favourable
than those extended to unrelated third parties, and are not prejudicial to the interests of CCT and Unitholders.
In respect of such transactions, the Manager would have to demonstrate to the AC that such transactions are
undertaken on normal commercial terms and are not prejudicial to the interests of CCT and Unitholders which
may include obtaining (where practicable) third party quotations or obtaining valuations from independent valuers
(in accordance with applicable provisions of the Listing Manual and the Property Funds Appendix). The internal
control procedures also ensure compliance with Chapter 9 of the Listing Manual and the Property Funds Appendix.
40
Corporate Governance
Approving Authority,
Procedures and Disclosure
Trustee
Trustee
Audit Committee
Transaction2 which:
Trustee
Audit Committee
Immediate announcement
(a) is equal to or exceeds 3.0% of CCTs latest audited net tangible assets/
net asset value; or
(b) when aggregated with other transactions2 with the same Interested
Person in the same financial year is equal to or exceeds 3.0% of CCTs
latest audited net tangible assets/net asset value
Transaction2 which:
(a) is equal to or exceeds 5.0% of CCTs latest audited net tangible assets/
net asset value; or
(b) when aggregated with other transactions2,3 with the same Interested
Person in the same financial year is equal to or exceeds 5.0% of CCTs
latest audited net tangible assets/net asset value
Trustee
Audit Committee
Unitholders3
Immediate announcement
Excluding interested person transactions falling under the exceptions set out in Rules 915 and 916 of the Listing Manual.
In relation to approval by Unitholders for transactions that equal to or exceed 5.0% of CCTs latest audited net tangible assets/net asset
value (whether singly or aggregated), any transaction which has been approved by Unitholders, or is the subject of aggregation with another
transaction that has been approved by Unitholders, need not be included in any subsequent aggregation.
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42
Corporate Governance
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Divestment Fee
The Divestment Fee is earned by the Manager and is upon the successful completion of a divestment. This fee
seeks to motivate and compensate the Manager for its efforts expended to continually rebalance the portfolio
and maximise value received by CCT in the event of a divestment. In addition, the Divestment Fee allows the
Manager to recover the additional costs and resources incurred by the Manager for the divestment, including
but not limited to due diligence efforts and man hours spent in marketing and maximising the divestment price.
As required by the Property Funds Appendix, where the Divestment Fee is to be paid to the Manager for the
divestment of assets to an Interested Party, the Divestment Fee is to be paid in the form of Units at the prevailing
market price, which should not be sold for a period of one year from their date of issuance.
(F) CODE OF BUSINESS CONDUCT
The Manager adheres to an ethics and code of business conduct policy which deals with issues such as
confidentiality, conduct and work discipline, corporate gifts and concessionary offers. Clear policies and
guidelines on how to handle workplace harassment and grievances are also in place.
The policies and guidelines are published on CLs intranet which is accessible to all employees of the Manager.
The policies that the Manager has implemented aim to help to detect and prevent occupational fraud in mainly
three ways.
First, the Manager offers fair compensation packages, based on practices of pay-for-performance and promotion
based on merit to its employees. The Manager also provides various healthcare subsidies and financial assistance
schemes to alleviate the common financial pressures its employees face.
Second, clearly documented policies and work procedures incorporate internal controls which ensure that
adequate checks and balances are in place. Periodic audits are also conducted to evaluate the efficacy of these
internal controls.
Finally, the Manager seeks to build and maintain the right organisational culture through its core values, educating
its employees on good business conduct and ethical values.
Bribery and Corruption Prevention Policy
The Manager adopts a strong stance against bribery and corruption. In addition to clear guidelines and
procedures for the giving and receipt of corporate gifts and concessionary offers, all employees of the Manager
are required to make a declaration on an annual basis where they pledge to uphold the Managers core values
and not to engage in any corrupt or unethical practices. This serves as a reminder to all employees to maintain
the highest standards of integrity in their work and business dealings.
The Managers zero tolerance policy towards bribery and corruption extends to its business dealings with thirdparties. Pursuant to this policy, the Manager requires that certain agreements incorporate anti-bribery and anticorruption provisions.
Whistle-Blowing Policy
A whistle-blowing policy and other procedures are put in place to provide employees of the Manager and parties
who have dealings with the Manager with well defined, accessible and trusted channels to report suspected fraud,
corruption, dishonest practices or other improprieties in the workplace, and for the independent investigation
of any reported incidents and appropriate follow up action. The objective of the whistle-blowing policy is to
encourage the reporting of such matters that employees or external parties making any reports in good faith
will be able to do so with the confidence that they will be treated fairly and, to the extent possible, be protected
from reprisal.
44
Corporate Governance
Composition
Board
Board Members
Corporate
Number of
Audit
Disclosure Executive
Meetings
Committee Committee Committee
Held: 5
Audit
Committee
Executive
Committee
Number of
Meetings
Held: 5
Number of
Meetings
Held: 1
Member
5 out of 5
N.A.
N.A.
Chairman
5 out of 5
N.A.
1 out of 1
Member
5 out of 5
N.A.
1 out of 1
Chairman
5 out of 5
5 out of 5
N.A.
Lam Yi Young
Member
5 out of 5
5 out of 5
N.A.
Member
5 out of 5
5 out of 5
N.A.
Chairman
Member
5 out of 5
N.A.
1 out of 1
Member
Member
4 out of 5
N.A.
0 out of 1
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Risk Identification
& Assessment
Risk Monitoring
& Reporting
Risk Appetite
Risk & Control
Self-Assessment
Investment Risk Evaluation
Scenario Analysis
Whistle-blowing/
Business Malpractice
Quarterly Compliance
Checklist
Key Risk Indicators
Portfolio Monitoring
of Financial Risk
Risk-Aware Culture
Risk
Response
Accept
Avoid
Mitigate
Transfer
46
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Leasing Risk
Strong competition, poor economic and market
conditions are some of the key factors that could result
in key tenants not renewing their leases, and adversely
affecting the performance of CCT Groups properties.
To deal with such challenges, the Manager establishes
a diversified tenant base and sustainable trade mix and
has in place proactive tenant management strategies
to mitigate leasing risk. It is also the Managers priority
to actively engage tenants to find operational synergies
and collaborative opportunities. AEIs are also planned
and executed to maintain the relevance and appeal of
CCT Groups assets.
Property Management Risk
To manage risks that arise from the day-to-day
management of properties, the Manager has established
processes and procedures that seek to ensure that
buildings operate efficiently and are well-maintained.
The Manager is committed to creating and cultivating
environmentally friendly, safe and healthy workplaces
in its buildings. CCT Group is guided by CapitaLands
Environmental Management System and Occupational
Health and Safety Management System which are
externally audited and certified to internationally
recognised ISO 14001 and OHSAS 18001 standards.
Regulatory and Compliance Risk
CCT Group is required to comply with applicable
and relevant legislations and regulations that include
the SGX-ST Listing Rules, Financial Repor ting
Standards, Securities and Futures Act, industry
standards governed by Building and Construction
Authority, Code of Corporate Governance, the CIS
Code issued by MAS and tax rulings issued by the
Inland Revenue Authority of Singapore. The Manager
has in place a robust framework that proactively
identifies applicable laws and regulatory obligations
and legal updates, and embeds compliance into its
day-to-day operations.
48
Investor Relations
49.4%
18.8%
21.7%
31.8%
31.9%
CapitaLand Group
Retail investors
Institutional investors
4.2%
19.5%
19.2%
17.7%
23.2%
31.1%
26.6%
28.0%
2015
2014
3.6%
2015
2014
North America
UK and Europe
26.8%
Singapore (excluding
CapitaLands
Unitholdings)
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0.00
0.01
Payment Date
27 August 2015
26 February 2016
50
Sustainability Management
Dear Stakeholders,
In addition to our financial commitment to deliver
stable and sustainable distribution per Unit to our
Unitholders, we are committed to sustainable policies
and practices which will benefit all stakeholders. To this
end, sustainable practices are imbued in our respective
areas of focus, namely corporate governance,
r isk ma nage me nt, e nv ironme nt stewardship,
workplace health and safety, people and the community,
as well as products and services. As wholly owned
subsidiaries of CapitaLand, we (the Manager) and our
Property Managers are aligned with CapitaLands core
values and commitment to sustainability.
Since 2012, CCTs sustainability report has been
incorporated into our annual report. The following year,
we initiated a framework-driven sustainability report
that adheres to the Global Reporting Initiatives (GRI)
Global 3.1 Guidelines. A testament to our commitment
to sustainability in a changing business landscape, our
report this year has progressed to be in line with GRI
Global 4 (G4) Core level Guidelines.
During the year, we advanced our sustainability
ef for ts in line with CapitaL ands Sustainable
Building Guidelines aimed at lowering carbon
footprint and energy consumption, enhancing water
management, reducing waste and promoting diversity.
Working with our term contractors, we now use
eco-friendly cleaning and servicing products across our
properties, while embracing new sustainable measures
including the incorporation of more energy-efficient
equipment when we embark on asset enhancement
initiatives at our existing properties and the installation
of electric vehicle charging stations to benefit green car
drivers at our office buildings.
We also remained proactive in combating EHS issues.
With haze levels among the highest in recent years,
we fitted our properties with emergency equipment
and air filters, while ensuring that our staff, tenants and
visitors have access to N95 masks when necessary.
Similarly, emergency procedures were put in place in
the event of a MERS-CoV outbreak in line with the
authorities guidelines and Disease Outbreak Response
System Condition (DORSCON)s framework alert levels.
Lynette Leong
Chief Executive Officer
CapitaLand Commercial Trust Management Limited
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INTRODUCTION
About CCT
Listed on SGX-ST since May 2004, CCT is Singapores
leading commercial REIT with a market capitalisation
of S$4.0 billion as at 31 December 2015. The Trust
owns and invests in income-producing commercial
real estate and real estate-related assets. Its current
portfolio comprises eight wholly owned and two jointly
owned properties well located in Singapore with a total
deposited property value of S$7.7 billion.
Sustainability Commitment
CCT is a CapitaLand sponsored REIT externally
managed by the Manager while daily proper ty
operations are managed by the Property Managers.
Both the Manager and Property Managers are
wholly owned subsidiaries of CapitaLand while the
Trust has no employees. In their respective areas
of responsibilities, the Manager of the Trust and the
Property Managers of CCT properties have aligned
and adopted CapitaLands established sustainability
structure and framework of policies and guidelines, as
well as ethics and code of business conduct for CCT
where relevant and appropriate.
CCTs sustainability focus is aligned with CapitaLands,
which is based on its credo, Building People. Building
Communities. and is integrated with the Trusts asset
and portfolio strategies, daily operations management
and stakeholders engagements. There is a process of
regular review, assessment and feedback in the areas
of environment, social and governance (ESG) in line with
CapitaLands practices. Ultimately, CCT aims to deliver
long-term sustainable distribution and total returns to
Unitholders, while enhancing the ESG benefits of other
stakeholders.
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FTSE Russell (the trading name of FTSE International Limited and Frank Russell Company) confirms that CapitaLand
Commercial Trust has been independently assessed according to the FTSE4Good criteria, and has satisfied the
requirements to become a constituent of the FTSE4Good Index Series. Created by the global index provider FTSE Russell,
FTSE4Good is an equity index series that is designed to facilitate investment in companies that meet globally recognised
corporate responsibility standards. Companies in the FTSE4Good Index Series have met stringent environmental, social
and governance criteria, and are positioned to capitalise on the benefits of responsible business practice.
52
Sustainability Management
Materiality Process
CCTs Manager and Property Managers identify and
review material issues which could have significant
impact to its business and operations as well as others
derived through regular stakeholder engagements. The
key areas of corporate governance, environment, human
capital, occupational health and safety, community and
Stakeholder Engagement
Stakeholder
Objectives
Customers tenants
1) Landlord of
choice
2) To attract and
retain tenants
Stakeholder Issue/
Interest
Selected Examples
of Our Response
1) Reliable landlord
2) Quality and well
managed office buildings
3) Safe working environment
4) Positive customer
experience
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Stakeholder Engagement
Stakeholder Issue/
Interest
Selected Examples
of Our Response
Long-term sustainable
distribution and total returns
Stakeholder
Objectives
Investors
(including
business
partners)
Choice investment
Employees
Develop a high
1) Regular engagement
performance culture 2) Build / enhance
that embraces
capabilities through
diversity and
learning opportunities
teamwork
3) Safe and healthy working
environment
1) A fair and
reasonable
employer of
goods and
services
2) Sharing industry
best practices
Community
(including
community,
government
and national
agencies)
Contribute to the
community we
operate in
54
Sustainability Management
FINANCIAL PERFORMANCE
For detailed financial results and performance, please
refer to the following sections in CCTs Annual Report
2015 - 2015 Highlights (page 2), Financial Highlights
(pages 3 to 5), Financial Review (pages 85 to 90) and
Financial Statements (pages 113 to 173).
GOVERNANCE
The Manager is committed to the highest level of
corporate governance and transparency in its policies
and processes. We see governance as essential for the
sustainable value and success of CCT and to be in the
best interests of our Unitholders. For details on CCTs
corporate governance, please refer to pages 25 to 44.
CCT is a m e m b e r of th e Inve sto r R e l ati o ns
Professionals Association (Singapore) (IRPAS) and
REIT Association of Singapore (REITAS). The Trust
participates or supports the activities organised by
IRPAS, REITAS and Securities Investors Association
(Singapore) (SIAS). In 2015, CCT gave its feedback
and comments through CapitaLand on the Monetary
Authority of Singapores proposed enhancements
aimed at improving operational ef fectiveness,
transparency and corporate governance in the S-REIT
market. Representatives from the Manager were also
involved in a consultation with the Stock Exchange of
Singapore on sustainability reporting as the regulator
prepares to mandate the publishing of sustainability
reports for all listed companies on a comply-orexplain basis starting from financial year 2017. The
Manager also pledged to uphold high standards of
good corporate governance practices in The Business
Times, together with other listed companies during
SIAS Singapore Corporate Governance Week in
October 2015.
Enterprise Risk Management (ERM)
An integral part of good corporate governance, a
comprehensive ERM framework enables the Trust to
proactively identify, communicate and manage risks and
exposures in an integrated, systematic and consistent
manner. In driving risk awareness, decision-making
and business processes are put through prudent risk
assessment. Fraud and corruption risks and property
management risk have been identified as material to
ensure sustainability. Details on ERM can be found on
pages 45 to 47.
ENVIRONMENT
CCT is committed to environmental sustainability and
the enhancement of value for stakeholders. These are
achieved through a combination of energy-efficient
practices, resource conservation, waste management
and use of innovative technologies across our buildings.
We recognise that there is a need to innovate in order to
be ahead of the competition.
Every employee is involved in reducing our impact on
the environment and highlighting environmental issues
including instances of non-compliances and complaints.
The CapitaLand Sustainability Structure supports
employees in furthering sustainability, with CapitaLands
Environmental Health and Safety Management
System (EHSMS) which integrates its Environmental
Management System (EMS) and Occupational Health
and Safety Management System (OHSMS), providing
accountability. CapitaLands EHSMS is audited by a
third-party accredited certification body to ISO 14001
and OHSAS 18001 standards. The EMS establishes
a process that identifies and manages significant
environmental aspects of our business operations
that can potentially have a negative impact on the
environment.
Leveraging an in-house online Environmental Tracking
System (ETS), CCTs properties are closely monitored
for energy and water usage, waste generation and
carbon emissions, where appropriate. Through the
ETS, Property Managers submit monthly data and
supporting documentary evidence online. The systems
control and monitoring tool allows the Property
Managers to conduct analysis against set targets and
past trends in order to better gauge consumption
patterns and uncover potential areas in which we can
augment eco-efficiency.
Employees attended more than 2,990 hours in
EHS-related training in 2015. It is standard practice
that new employees are introduced to CapitaLands
EHS policy and EHSMS.
Our efforts in addressing environmental issues extend
beyond the Trust to our stakeholders. To drive greater
awareness on sustainability, we engage with our service
providers, tenants and the authorities, thus fostering a
strong culture of sustainability aimed at benefiting the
environment and the economy.
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Key Environmental
Issues
Targets
Operational
Efficiency
Resource
Consumption
Management
Stakeholder
Engagement
Environment
Management System
(EMS)
ISO 14001 certification for its EMS Retained ISO 14001 certification;
no environmental non-compliance
Risk management of environmental
aspects and impacts.
Supply Chain
Management
56
Sustainability Management
Energy Consumption
A key objective of the Trusts existing building environmental
programmes is to reduce energy consumption. We refer
to CapitaLands set target for its portfolio to achieve
reduction in energy usage per square metre (psm) by 15%
by 2015 from the base year of 2008, and a reduction of
20% by 2020. CCTs portfolio performance contributes
to CapitaLands set of consumption reduction targets. An
Environmental Tracking System captures and analyses
electricity consumption for nine of the 10 operational
properties. One of the properties is excluded as it is
occupied by one single tenant which undertakes the
property management of the building and as such, we
do not have access to their performance data. In 2015, a
total of 44,585,145 kilowatt hours (kWh) were consumed
across the portfolio. The consumption increased due to
the inclusion of CapitaGreen as an operational property
after it obtained temporary occupation permit on
18 December 2014.
879
40,178
38,828
2012
2013
2014
44,585
2015
Operational properties
2012 cumulative GFA: 3,942,926 sqm
2013 cumulative GFA: 4,013,180 sqm
2014 cumulative GFA: 4,013,180 sqm
2015 cumulative GFA: 4,997,217 sqm (includes CapitaGreen)
CapitaGreen (Under construction)
Energy Efficiency
The Trust executed a few major asset enhancement
initiatives (AEIs) since its inception in 2004, and
the latest AEI to complete was at Capital Tower.
The building had an upgrade of existing mechanical and
electrical (M&E) equipment including chillers, cooling
tower fans, chilled water and condenser water pumps.
In addition, tube cleaning systems were installed for
chillers and energy-efficient light fittings. As buildings
become more energy efficient, the reduction in energy
usage that can be derived would inevitably become
less significant. We continue to explore new ways to
improve the consumption performance of our properties
which include engaging our tenants to understand their
consumption patterns as well as through office greening
initiatives encouraged by the Building and Construction
Authority of Singapore (BCA).
18.6%
14.8%
11.8%
8.9%
2011
2012
2013
2014
2015
10.00
51
40,837
9.50
9.00
2012
2013
2014
2015
Corporate
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53
38
358
372
2013
2014
339
2012
451
2015
Operational properties
2012 cumulative GFA: 3,942,926 sqm
2013 cumulative GFA: 4,013,180 sqm
2014 cumulative GFA: 4,013,180 sqm
2015 cumulative GFA: 4,997,217 sqm (includes CapitaGreen)
CapitaGreen (Under construction)
20.1%
15.3%
2011
2012
2013
2014
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Water Consumption
In 2015, CCTs total water consumption amounted to
451,483m3 at nine of the properties the main water
source is from PUB, Singapores national water agency.
One of the properties is excluded as it is occupied
by one single tenant which undertakes the property
management of the building and as such we do not have
access to their performance data. The increase in water
consumption was due to the inclusion of CapitaGreen
as an operational property in 2015. Compared to base
year 2008, water consumption was reduced by 20.1%
(excludes CapitaGreen). To reduce water consumption,
we utilise recycled water in the cooling towers and
sprinkler systems at our properties, which accounted
for 184,963m3 or about 41% of the total amount of water
used in 2015. The recycled water, known as NEWater, is
treated waste water produced by PUB which has been
purified using advanced membrane technologies and
ultraviolet disinfection.
Water Efficiency
Properties with NEWater connection used NEWater
in their cooling towers and sprinkler systems. Other
than using NEWater, a few of the Trusts properties
such as Six Battery Road, CapitaGreen, Wilkie Edge
and Golden Shoe Car Park house storage tanks which
collect rainwater for various uses including irrigation and
hi-jetting car park decks and ramps. Capital Tower was
installed with water sub-meters which were connected
to the building management system to detect water
leaks in the building. If the water sub-meters reading is
unusually high, the building management team would
conduct checks to determine possible causes and
ensure prompt action can be taken.
2015
0.10
185
150
149
2013
2014
130
0.09
0.08
2012
2013
2014
2015
2012
2015
58
Sustainability Management
6.00
20,000
4.00
15,000
2.00
10,000
5,000
2012
2013
2014
2015
0.00
Waste Management
Waste data was gathered for seven of the 10
operational properties in 2015, as not all waste
collectors are able to furnish the recycled waste
collected as requested. The collection and disposal
of waste at seven properties is carried out by licensed
contractors like SembWaste.
The year 2015 saw collection of 2,883 tonnes of
non-recyclable waste and 75.0 tonnes of recyclable
waste, as opposed to 2,555 tonnes and 61.0 tonnes
respectively in 2014. Recyclable waste for the year in
review comprised 61.1 tonnes of paper, 1.2 tonnes of
plastic, 1.1 tonnes of metal and 11.4 tonnes of other
material. The increase in recyclable waste of other
1
2
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60
Sustainability Management
Sustainability Standards
Green Mark Award
CapitaGreen
Platinum
Platinum
Twenty Anson
Platinum
Capital Tower
Platinum
GoldPLUS
Gold
Wilkie Edge
Gold
GoldPLUS
HSBC Building
Certified
Other Awards
CapitaGreen
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CapitaGreen a
Big Win with Tenants
and Community
CapitaGreen is an iconic multi-award winning office
development located in the heart of Singapores CBD.
It is a testament of sustainability being incorporated
into a development at the design and construction
stages. Complete with a range of modern eco-friendly
features including energyefficient glass on the facade
to efficient M&E equipment and rainwater harvesting
systems, CapitaGreen has attracted tenants that believe
in environmental sustainability. There are a number of
tenants who have embarked on the process of being
certified under the BCA Green Mark Office Interior
scheme where tenants are recognised for adopting or
using environmentally-friendly materials, equipment or
green practices leading to savings in energy and water
consumption.
In addition, CapitaGreen incorporated features to
cater to people of all capabilities to ensure access in
and around the development can be seamless and
barrier-free. There is connectivity via an underground
pedestrian network, access to sheltered and barrierfree drop-off areas, accessible parking lots, amenities
such as accessible toilets and nursing rooms, just to
name a few. Community spaces, showcasing worldrenowned art pieces and installations, are located
around the building and within easy reach for the
convenience and enjoyment of the general public.
62
Sustainability Management
53%
47%
44%
Fairness
As wholly owned subsidiaries of CapitaLand, the
Manager and Property Managers have a common
goal of developing a high performance culture that
embraces diversity and teamwork and are committed
to be a workplace of choice for employees. CapitaLand
has in place an integrated human capital strategy
designed to recruit, develop and motivate employees
and adopts stringent principles of fair employment and
equal remuneration.
20152
20141
Female
Male
37%
28%
28%
22%
22%
13%
13%
20152
20141
< 30
30 - 39
40 - 49
50
27%
23%
22%
13%
12%
< 1 year
1 - <5 years
5 - <10 years
10 years
20152
20141
PEOPLE
Human Capital
Although CCT has no employees, the teams behind
the Manager of the Trust and Property Managers
responsible for property and portfolio operations in
Singapore are identified as people or staff integral to
CCTs success.
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64
Sustainability Management
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Business Continuity
To limit the impact of potential threats such as terrorism,
epidemics, natural disasters and information systems
failure, CCT has established a Business Continuity Plan
(BCP). In the event of such crises, the BCP enables
continuity in the Trusts core business operations,
minimises financial and reputational damage and
contains the effects of a disruption to our tenants. The
BCP is pegged to global and industry best practices
and complies with the applicable laws and regulations.
It is regularly reviewed to ensure its continued relevance.
Occupational Health & Safety (OHS)
The Manager and Property Managers are committed to
providing a healthy and safe work environment for their
stakeholders which include employees, customers,
visitors and supply chain. To ensure workplace safety,
CapitaLands OHS Management System which is
certified against the international OHSAS 18001
OHS Management System maintains the following
commitments:
Reduce occupational injury rates with the aim of
achieving zero harm
Meet or exceed OHS legal requirements
Provide a robust OHS Management System
Promote a culture of individual ownership and
responsibility for OHS management
S e e k p ro ac ti ve s u p p o r t a n d p a r ti c i p ati o n
from CapitaLands stakeholders including top
management, employees, contractors, suppliers and
tenants
Drive continuous improvement in OHS performance
Identification and review of OHS hazards and
assessment of their risks are a key component in
CapitaLands OHSMS. Various standard operating
procedures have been put in place to minimise the
occurrences of such hazards. In 2015, there was no
non-compliance with local OHS laws and regulations.
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Engaging Stakeholders
All employees are expected to take ownership of OHS
issues, and are encouraged to be proactive in reporting
all OHS-related incidences alongside non-compliance
and non-conformities.
The Manager and Property Managers have instituted
a series of SOPs to limit and respond to hazards
occurring in the administration, development and
operational functions of the organisation. For example,
the Property Managers action in the event of an
epidemic outbreak involves stringent procedures and
an emergency response team on call 24/7. Employees
are kept updated about medical advice and travel alerts
via the HR department on a regular basis.
In 2015, CCT recorded an absentee rate of 6.7 days
as opposed to seven days in 2014. In terms of workrelated injuries, there was one reported incident in
2015 versus three cases in 2014. The affected staff has
since returned to work. We have also tightened safety
measures and improved our SOPs accordingly.
Our customers and visitors health and safety are of
utmost importance and we have in place SOPs to
address potential OHS risks. OHS-related issues are
communicated via circulars to tenants on a timely basis.
We also conduct evacuation drills to familiarise our
tenants on the emergency response plan.
We ensure our vendors/suppliers are in compliance with
local regulations and adequately trained and briefed them
on EHS measures. We share CapitaLands contractor
management guidelines, house rules and EHS policy
with the supply chain, to keep everyone abreast of
the requirements when working in our properties. We
give preference to OHSAS 18001-certified vendors/
suppliers while non-OHSAS 18001-certified vendors/
suppliers are encouraged to achieve certification of
bizSAFE Level 3 and above. All cleaning contractors
at our properties are OHSAS 18001-certified while
99% of non-certified OHSAS 18001 term contractors
appointed for the portfolio are minimally bizSAFE Level
3 and above. The main contractor appointed for the
asset enhancement initiative at Capital Tower is also
OHSAS 18001-certified.
66
Sustainability Management
Managing
EHS Challenges
In 2015, Singapore experienced the worst haze
conditions in recent years. To safeguard our staff,
tenants and visitors, air filters in CCTs buildings were
upgraded to meet CapitaLands EHS requirements
and emergency equipment was acquired for each
property. N95 masks were distributed to staff
operating in outdoor conditions. In addition, a
minimum of 20 haze kits containing N95 masks and
bottled water were placed at the buildings concierge
counters to be distributed as and when needed. To
date, all CCT properties are equipped with Automated
External Defibrillators (AEDs) and staff has received
First Aid with CPR and AED training. The Property
Managers introduced processes to tackle the haze
and enhanced communication with tenants. Some
of the measures include sealing all openings in the
buildings such as lift shafts, air grilles and basement
air vents with filters, minimising outdoor activities
and disabling sliding doors and closing all external
features when necessary. Tenants were informed
promptly about our measures to combat the haze
via circulars.
With the advent of MERS-CoV around mid 2015,
the Property Managers put in place preventive
measures to combat the pandemic. These included
the procurement of N95 masks, thermometers, hand
sanitisers, clinical gloves and personal protective
equipment (PPE) for emergency personnel. We
ensured our preparedness levels were aligned
with the authorities guidelines and the Disease
Outbreak Response System Condition (DORSCON)
framework. Having briefed on their respective roles
and responsibilities, the property management team
also conducted regular dry runs for pandemics, thus
ensuring our emergency response team remain
familiar with the necessary procedures.
The Manager and Property Managers require the
use of environmentally-friendly janitorial supplies by
our cleaning contractors as part of our continuing
efforts to green our buildings work environments
as well as ensuring the well-being of our cleaning
contractors.
COMMUNITY
As a responsible corporate citizen, CapitaLand Hope
Foundation (CHF) a philanthropic arm of CapitaLand
was set up to support and focus on the needs of
underprivileged children. In partnership with CHF, CCT
engages in corporate philanthropy by staff volunteering
in various community development initiatives, as well as
fund-raising activities. Even as we engage in sustainable
business practices across our buildings, we leverage
activities and varied avenues for communications to
drive our stakeholders awareness of community and
sustainability.
Volunteerism and Donations
CapitaLand engages employees in philanthropy in
various ways. One significant event is the CapitaLand
#100KHopeHours Challenge which encourages
Singaporeans to pledge their time in volunteering
activities. Over 1,600 CapitaLand staff, tenants,
partners and members of the public took part in the
year-long challenge, where every hour of volunteer
work pledged translated into donation by CapitaLand
Hope Foundation (CHF) to charities in Singapore and
the region. A total of over 200,000 volunteer hours
were clocked eventually. Some S$300,000 was also
donated to various charities under the Presidents
Challenge 2015, on top of CapitaLands S$1.0 million
donation for underprivileged children in Asia as part of
the #100KHopeHours global volunteer initiative.
CapitaLand employs special schemes to encourage all
employees to volunteer for community service projects.
These include Volunteer Service Leave (up to three
days), Volunteer No Pay Leave and Volunteer Part-Time
Work Arrangement. Under the latter two schemes,
employees taking part in CapitaLands community
development projects can be away from the office for
longer periods.
21.9% of employees spent 323 working hours
volunteering in community development projects during
the year. Although this represented a slight decline
of about 3% compared to 2014, it demonstrated the
consistent humanitarian spirit among staff. As an added
incentive, volunteers who utilise the full three days
of Volunteer Service Leave can choose a registered
Singapore-based childrens charity for CHF to donate
S$500 to an approved beneficiary.
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67
68
Sustainability Management
Art Talk
Designed to promote appreciation of art works at
CapitaLand properties among tenants, a lunch-time talk
helmed by Mr Francis Wong, Chief of Art Management
in CapitaLand was organised. Participants received a
complimentary copy of CapitaLand: The Art of Building
Communities, and were treated to a short tour of the
art pieces at Capital Tower. Such activities are made
possible as we have integrated community spaces
such as sky terraces and public artwork areas into our
buildings to enhance the lives of our customers.
Tenant Appreciation
As a gesture of appreciation to our tenants for their
continued support, we presented a unique range of pottery
bowls to each tenant as a lease anniversary gift for the
third year. Well-known local ceramic artist, Jessie Lim, was
specially commissioned to handcraft these mementos.
Another regular engagement initiative is the bi-annual
treats. During the year, our tenants received healthy
treats such as Scottss Vitamin C Pastilles in May and
the nostalgic snack, Kachang Puteh, in November
in celebration of SG50. Tenants have responded
favourably towards these delightful treats.
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Information
69
2013
2015
75
77
73
73
70
Sustainability Management
Overview
Corporate
Governance &
Transparency
Sustainability
Business
Review
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Details
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Additional
Information
71
Aspect Boundary
DMA Reference
CCT
CCT, community
Energy
Water
Emissions
CCT, customers
CCT, investors
Employment
CCT
Labour/Management Relations
CCT
CCT
CCT
CCT
Non-discrimination
CCT
Child Labour
CCT
CCT
Assessment
CCT
CCT
CCT, investors,
customers, communities
CCT
CCT, customers
Marketing Communications
CCT, customers
Economic performance
Indirect economic impacts
Environmental
Customer Privacy
72
Sustainability Management
Description
Page Reference
and Remarks
G4-2
Organisation Profile
G4-3
Organisations name
G4-4
G4-5
G4-6
Countries of operation
G4-7
G4-8
Markets served
G4-9
G4-10
Workforce figures
People(pg 62-63)
G4-11
People(pg 62-63)
G4-12
G4-13
G4-14
Corporate Information
(inside back cover)
Introduction(pg 52-53)
Environment(pg 55)
People(pg 65)
CEOs message (pg 50)
Introduction (pg 51)
Environment(pg 54-55, 59-60)
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Description
Page Reference
and Remarks
Introduction(pg 51)
Governance (pg 54)
People (pg 62-63, 65-66)
G4-16
Memberships of associations
and national or international
advocacy organisations
Introduction(pg 51)
G4-18
Introduction(pg 52-53)
G4-19
G4-20
G4-21
G4-22
G4-23
Stakeholder Engagement
G4-24
Introduction(pg 52-53)
Environment (pg 54-61)
People (pg 62, 65)
Community (pg 66-68)
G4-25
Introduction(pg 52-53)
Environment (pg 54-61)
People (pg 62, 65)
Community (pg 66-68)
74
Sustainability Management
Description
Page Reference
and Remarks
Approaches to stakeholder
engagement
Introduction(pg 52-53)
Environment (pg 54-61)
People (pg 62, 65)
Community (pg 66-68)
G4-27
Introduction(pg 52-53)
Environment (pg 54-61)
People (pg 62,65)
Community (pg 66-68)
G4-28
Reporting period
G4-29
G4-30
Reporting cycle
Introduction(pg 51)
G4-31
Contact point
Introduction(pg 51)
G4-32
G4-33
Assurance
No external assurance
Governance structure
Introduction(pg 51)
FY 1 January to 31 December 2014
Governance
G4-34
Ethics and Integrity
G4-56
Organisations values,
principles, standards and
norms of behaviour
G4-EC1
Market Presence
G4-EC6
Proportion of senior
management hired from local
community
Indirect Economic
Impacts
G4-EC7
G4-EC8
Extent of impacts
100%
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Description
Page Reference
and Remarks
Water
Biodiversity
Emissions
G4-EN3
Environment(pg 56)
G4-EN4
G4-EN5
Energy intensity
Environment(pg 56)
G4-EN6
Reduction of energy
consumption
Environment(pg 56)
G4-EN7
Reductions in energy
requirements of products and
services
Environment(pg 56)
G4-EN8
Environment(pg 57)
G4-EN9
G4-EN10
Environment(pg 57-58)
G4-EN11
G4-EN12
Impact on biodiversity
G4-EN14
G4-EN16
Environment(pg 58)
G4-EN18
Environment(pg 58)
G4-EN19
Environment(pg 58)
G4-EN22
G4-EN23
Waste management
G4-EN24
Significant spills
G4-EN26
Initiatives to mitigate
environmental impacts of
products
76
Sustainability Management
Description
Page Reference
and Remarks
G4-EN29
Environment(pg 55)
Environment(pg 55)
Social
Labour Practices and Decent Work
G4-LA1
Employee turnover
People(pg 63)
G4-LA3
People(pg 63)
Labour/ Management
Relations
G4-LA4
People(pg 63)
Occupational/ Health
and Safety
G4-LA5
People(pg 65)
G4-LA6
Occupational injury
People(pg 65)
People(pg 64)
G4-LA10
People(pg 64)
G4-LA11
People(pg 63)
G4-LA12
Diversity
Supplier Labour
Practices Assessment
G4-LA14
Employment
People(pg 62-63)
People(pg 65)
Human Rights
Non-discrimination
G4-HR3
People(pg 62-63)
Child Labour
G4-HR5
People(pg 65)
People(pg 65)
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77
Description
Page Reference
and Remarks
Social
Human Rights
Assessment
G4-HR9
% of operations subjected to
human rights reviews
Supplier Human
Rights Assessment
G4-HR10
Human Rights
Grievances
Mechanisms
G4-HR12
Local Communities
G4-SO1
Anti-corruption
G4-SO2
Governance(pg 43)
G4-SO4
Governance(pg 43)
People (pg 64)
G4-SO5
Governance(pg 64)
G4-SO8
People(pg 65)
People(pg 62-63)
Society
Compliance
Product Responsibility
G4-PR1
People(pg 65-66)
Environment(pg 59, 61)
G4-PR2
Incidents of non-compliance
People(pg 65)
G4-PR5
Marketing
Communications
G4-PR7
Incidents of non-compliance
with regulations and voluntary
codes concerning marketing
communications
Customer Privacy
G4-PR8
Substantiated complaints
regarding breaches of
customer privacy and losses of
customer data
78
2.51
0.75
0.60
0.65
0.60
2016
Core CBD
Fringe CBD
Decentralised
Source: CBRE Research
2017
2018
0.53
2019
Corporate
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Details
79
(000 sq ft)
1,600
1,400
12
1,200
10
1,000
800
600
6
400
200
0
2
(200)
4Q 2015
3Q 2015
2Q 2015
1Q 2015
4Q 2014
3Q 2014
2Q 2014
1Q 2014
4Q 2013
3Q 2013
2Q 2013
1Q 2013
4Q 2012
3Q 2012
2Q 2012
1Q 2012
4Q 2011
3Q 2011
2Q 2011
(400)
1Q 2011
80
Rental Values
$10.40
(%)
$8.20
$8.55
$9.75
$7.50
$7.86
10
$7.70
12
$9.58
$11.00
(S$ psf)
$11.20
20
4Q 2015
3Q 2015
2Q 2015
1Q 2015
4Q 2014
3Q 2014
2Q 2014
1Q 2014
4Q 2013
3Q 2013
2Q 2013
1Q 2013
4Q 2012
3Q 2012
2Q 2012
1Q 2012
4Q 2011
10
3Q 2011
2Q 2011
15
1Q 2011
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Details
Financials &
Additional
Information
81
190.99
182.92
162.04
151.27
149.04
134.86
108.31
Hong Kong
Central
Beijing
(Finance
Street)
Beijing (CBD)
Hong Kong
West
Kowloon
New Delhi
(CBD)
Tokyo
(Marunouchi
Otemachi)
Shanghai
(Pudong)
Shanghai
(Puxi)
96.22
94.43
Singapore
Mumbai
82
(%)
4.20
$2,800
$2,850
$2,600
4.00
3.90
3.80
$2,600
4.10
3.60
3.50
2,800
2,600
2,500
2,400
3.40
2,300
3.30
2,200
4Q 2015
3Q 2015
2Q 2015
1Q 2015
4Q 2014
3Q 2014
2Q 2014
1Q 2014
4Q 2013
3Q 2013
2Q 2013
1Q 2013
4Q 2012
3Q 2012
2Q 2012
1Q 2012
4Q 2011
3Q 2011
2Q 2011
1Q 2011
3.20
3.10
2,900
2,700
$2,400
3.70
(S$ psf)
2,100
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83
11.00
9.90
8.10
7.22
7.86
10.40
9.75
9.58
8.55
7.50
7.70
8.20
8.90
7.40
5.80
2009
2010
2011
2012
2013
2014
2015
2016F
84
Qualifying Clause
This Report is subject to the following limiting conditions:
The content of this report is for information only and should not be relied upon as a substitute for professional advice, which should be sought
from CBRE prior to acting in reliance upon any such information.
The opinions, estimates and information given herein or otherwise in relation hereto are made by CBRE and affiliated companies in their best
judgment, in the utmost good faith and are as far as possible based on data or sources which they believe to be reliable in the context hereto.
Where it is stated in the Report that information has been supplied to CBRE by another party, this information is believed to be reliable by CBRE.
Other information is derived from sources which we believe to be reliable to the best of our ability. We can accept no responsibility if this should
prove not to be so.
Notwithstanding this, CBRE disclaims any liability in respect of any claim that may arise from any errors or omissions, or from providing such
advice, opinion, judgment or information.
All rights are reserved. No part of this report may be reproduced, stored in a retrieval system, or transmitted, in any form or by any means,
electronic, mechanical, photocopying, recording, or otherwise, without the prior written permission of CBRE Pte Ltd.
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85
Financial Review
66.6 70.5
65.0 68.7
50.2 52.0
22.3 22.2
20.4 20.4
13.3 13.0
11.9 12.1
15.32
12.9 14.3
0.0
Capital
Tower
FY 2014
FY 2015
1
2
Twenty
Anson
HSBC
Building
Golden Shoe
Car Park
Bugis
Village
Wilkie
Edge
60.0%
40.0%
interest in
interest in
Raffles City CapitaGreen
Singapore
86
Financial Review
48.7
52.1
51.4 53.7
39.6 40.6
17.2 17.2
20.3 20.3
9.8 9.6
9.4 9.5
8.8 9.8
8.42
(0.2)
Capital
Tower
Twenty
Anson
HSBC
Building
Golden Shoe
Car Park
FY 2014
FY 2015
1
2
Bugis
Village
Wilkie
Edge
60.0%
40.0%
interest in
interest in
Raffles City CapitaGreen
Singapore
Distributable Income
Distributable income for FY 2015 was S$254.5 million,
an increase of S$5.2 million or 2.1% higher than S$249.2
million reported in FY 2014. DPU for FY 2015 was 8.62
cents, an improvement of 0.16 cents or 1.9% from FY
2014 DPU of 8.46 cents. The higher DPU was due to
better performance in NPI and more distribution from
RCS Trust, which owns Raffles City Singapore.
Assets
As at 31 December 2015, the total assets for CCT Group
were S$6,592.5 million, compared with S$6,521.1 million
as at 31 December 2014. The increase of S$71.4 million
was mainly due to the revaluation gain of the investment
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As at
31 December 2014
As at
31 December 2015
100.0
100.0
29.3
29.5
5.0
4.9
7.2
7.4
3.9
4.2
2.3
2.5
A-
A-
Notes
1
Wholly owned investment properties at CCT are all unencumbered.
2
In accordance with Property Funds Appendix, CCTs proportionate share of its joint ventures borrowings and deposited property values are
included when computing the aggregate leverage ratio.
3
Net debt excludes borrowings of RCS Trust and MSO Trust. EBITDA refers to earnings before interest, tax, depreciation and amortisation but
after share of profit of associate and joint ventures.
4
Interest coverage is the ratio of EBITDA over finance costs which includes amortisation and transaction costs (excludes borrowings of RCS
Trust and MSO Trust).
5
Excludes borrowings of RCS Trust and MSO Trust.
6
Ratio of interest expense over weighted average borrowings (excludes borrowings of RCS Trust and MSO Trust).
$26m (1%)
$120m
(5%)
$480m
(21%)
$356m
(16%)
$175m
(8%)
2016
2017
$200m
(9%)
2018
$100m
(4%)
$100m
(4%)
$148m
(7%)
2019
$75m (3%)
2020
$50m (2%)
2021
2022
$100m
(4%)
2023
88
Financial Review
$371m
$320m
$866m
$148m
$400m
$148m
$365m
$320m
$270m
$758m
$223m
$323m
$175m
$320m
$175m
$150m
$1,152m
$1,041m
$848m
$480m
$480m
$480m
$480m
$480m
2011
2012
2013
2014
2015
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89
Financial Flexibility
As at 31 December 2015
As at 31 December
$1,632.0m
S$473.3m
Available MTN
Utilised MTN
30.2
30.1
2,017.5
2,072.1
2,060.9
2011
2012
2013
29.3
29.3
29.5
2,182.7
2,234.8
2014
2015
S$2,516.4m
90
Financial Review
Sensitivity Analysis
Estimated DPU impact per annum
0.1% increase in interest rate
-0.4%
+0.4%
As at 31 December 2015, approximately 84% of the Trusts total borrowings are on fixed interest rates, therefore
minimising the impact due to changes in interest rates. It is estimated that a 0.1% increase or decrease in interest
rate would have a 0.4% negative or positive impact on DPU per annum, based on FY 2015 DPU on a pro-forma
basis, and excluding the impact on the floating rate borrowings of MSO Trust since MSO Trust did not contribute
to the distribution in FY 2015.
Estimated aggregate leverage impact per annum
0.25% increase in valuation of investment properties
-0.1%
+0.1%
The Trust maintains a prudent low aggregate leverage of 29.5% as at 31 December 2015. It is estimated that a 0.25%
increase or decrease in valuation would decrease or increase the Trusts aggregate leverage by 0.1% per annum.
+S$3.8m
-S$3.8m
+S$2.0m
-S$2.0m
CCTs rental income could be impacted by changes in its properties occupancies and rental rates achieved.
Assuming that the current average rental rate is maintained, it is estimated that a 1.0% increase or decrease in
occupancy would result in S$3.8 million increase or decrease in rental income for FY 2015.1
Using leases committed in 2015 for lease renewals, rent reviews and vacant units as the baseline for assumption,
the impact on rental income for every 10.0% increase or decrease in committed rental rates would lead to a
corresponding change of approximately S$2.0 million for FY 2015.1
1
Estimation includes 60.0% interest in Raffles City Singapore and 40.0% interest in CapitaGreen.
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Operations Review
CapitaGreen well-positioned
for long-term growth
Emerging from the redevelopment of the former
Market Street Car Park into a 40-storey Grade A office
building, CapitaGreen celebrated its grand opening
on 9 September 2015 following its completion on
18 December 2014.
As at 31 December 2015, CapitaGreen attained an
aggregate leasing commitment for approximately
643,000 sq ft, or 91.3% of NLA. The developments
committed tenants span a variety of industries including
banking, insurance and financial services, energy and
commodities, IT, and real estate and property services.
The strong occupancy for the asset is expected to
translate into progressive contribution for CCT in 2016
from its 40.0% stake in CapitaGreen, which will help CCT
to mitigate potential headwinds in the office market.
CapitaGreen is an example of a value creation opportunity
by the Trust, transforming a public car park into a Grade A
office building. As at 31 December 2015, the valuation of
CapitaGreen on 100.0% interest stood at S$1.587 billion
or S$2,253 psf (2014: S$1,526 billion or S$2,171 psf).
CapitaGreen
92
Operations Review
2015
(S$ m)
Variance
(%)
2015
(S$ psf)
Cap rate
per
annum
(%)
Capital Tower
1,309.0
1,317.0
0.6
1,774
3.85
7.25
1,330.0
1,358.0
2.1
2,748
3.75
7.25
975.0
1,010.0
3.6
2,258
3.85
7.25
Twenty Anson
431.0
431.0
0.0
2,094
3.85
7.25
HSBC Building
450.0
452.0
0.4
2,255
3.85
7.25
141.0
141.0
0.0
Nm
6.50
8.75
Wilkie Edge
191.0
199.0
4.2
1,288
4.25
7.25
55.4
53.7
-3.1
443
13.00
13.00
1,865.7
1,881.6
0.9
Nm2
4.25
5.25
5.13
7.25
7.50
7.75
4.15
7.25
Investment
Properties
Bugis Village
610.4
634.8
4.0
7,358.5
7,478.1
1.6
2,253
Discount
rate per
annum
(%)
Bugis Village valuation saw a diminution compared to 12 months ago as the valuation has taken into account the right of the President of the Republic
of Singapore, as Lessor under the State Lease, to terminate the State Lease on 1 April 2019 upon payment of S$6,610,208.53 plus accrued interest.
2
Nm indicates Not meaningful.
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93
99.1%
100%
99.6%
96.4%
95.2%
99.6%
98.2%
95%
99.3%
96.2%
94.8%
95.7%
91.7%
92.7%
90%
91.2%
95.8%
95.4%
91.9%
87.2%
92.2%
90.6%
89.7%
85%
91.2%
97.2%
87.9%
87.9%
2009
2010
88.7%
98.7%
96.8% 97.1%
95.2% 95.7%
90.1%
89.8%
2013
2014
95.1%
90.5%
84.0%
80%
2004
2005
2006
2007
2008
2011
2012
2015
CCT
CBREs Core CBD Occupancy Rate
URA
94
Operations Review
21%
13%
9%
9%
7%
6%
3%
3%
1%
Business
Banking,
Energy,
Consultancy,
Insurance Commodities
IT, Media and
and
Maritime and
Telecommunications Financial
Logistics
Services
Retail
Products
and
Services
Real Estate
and Property
Services
Education Manufacturing
and
and Distribution
Services
Legal
Food and
Beverage
Hospitality
Top 10 Tenants Contribute about 35% of Portfolio Monthly Gross Rental Income1
(Based on monthly gross rental income for December 2015 excluding retail turnover rent)
11%
4%
4%
4%
3%
3%
2%
RC Hotels
(Pte) Ltd
GIC
Private
Limited
CapitaLand
Group
Standard
Chartered
Bank
Robinson
& Company
(Singapore)
Private Limited
1%
1%
1%
The Royal
Bank of
Scotland
PLC2
Economic
Development
Board
SF
Consulting
Pte Ltd
Contribution from CCTs top 10 tenants has reduced to 35% from 42% in December 2014 due to enlarged contribution from 40.0% interest in CapitaGreen.
The Royal Bank of Scotland PLCs lease will expire in March 2016.
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CCTs Key Buildings Expiring Profiles as a Percentage of Office Portfolio Committed Gross Rental Income
2016
2017
% of
Expiring
Leases
Expiring
Average
Gross
Rental
Rate
(psf)
Capital Tower
0.7%
2018
% of
Expiring
Leases
Expiring
Average
Gross
Rental
Rate
(psf)
% of
Expiring
Leases
Expiring
Average
Gross
Rental
Rate
(psf)
S$9.15
0.0%
NA
1.0%
S$8.73
3.4%
S$10.81
5.0%
S$12.33
4.8%
S$12.67
2.4%
S$8.69
4.0%
S$9.68
5.6%
S$9.70
1.7%
S$9.01
2.6%
S$8.33
0.6%
S$9.93
Total/Weighted Average
8.2%
S$9.57
11.6%
S$10.26
12.0%
S$10.61
As at 31 December
12%
10%
10%
4%
1%
6%
7%
2016
Office
4%
3%
2017
Retail
3%
2018
2019
2%
2020 and beyond
Completed
35%
27% 28%
14%
6%
5%
10%
10%
2016
17%
12%
2017
15%
2018
Committed Net Lettable Area
2019
Completed
96
Operations Review
7.83
7.96
7.39
7.53
8.03
7.45
7.64
8.13
Mar
12
Jun
12
Sep
12
Dec
12
Mar
13
Jun
13
Sep
13
Dec
13
8.61
8.88
8.89
8.90
8.23
8.42
8.78
8.22
Mar
14
Jun
14
Sep
14
Dec
14
Mar
15
Jun
15
Sep
15
Dec
15
Average gross rent per month for office portfolio (S$ psf) = Total committed gross rent for office per month
Committed area of office per month
Income Contribution
CCTs gross rental income for FY 2015 comprised
approximately 68% from office leases (2014: 66%), 19%
from retail leases (2014: 20%) and 13% from hotels and
convention centre leases (2014: 14%). Its top three trade
sectors accounted for about 56% of the Trusts gross
rental income, of which some 33%1 was contributed by
the Banking, Insurance and Financial Services sector
(2014: 34%), 13% by the Hospitality sector ( 2014: 14%)
and another 10% (2014: 12%) by the Retail Products
and Services sector.
CCTs Income Contribution by Sector
(Based on FY 2015 gross rental income excluding
retail turnover rent)
%
Banking, Insurance and Financial Services1 33
Hospitality
13
Retail Products and Services
10
Business Consultancy, IT, Media and Telecommunications 9
Food and Beverage
7
Manufacturing and Distribution
6
Real Estate and Property Services
6
Energy, Commodities, Maritime and Logistics
5
Education and Services
4
Legal
4
Government
3
Excluding GIC Private Limited and tenants from the Insurance sector, the
percentage of tenants from the Banking and Financial Services sector
was 26%.
Office
Retail
Hotels and Convention Centre
%
68
19
13
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Property Details
Capital Tower
Integrated with lifestyle amenities, meeting facilities
and retail outlets, Capital Tower is a 52-storey
Grade A office building set in a landscaped plaza.
Property Information
Location
Title
Purchase Price in
2004 (S$ million)
793.9
415
Green Mark
Platinum
As At 31 December
2014
2015
1,309.0
1,317.0
68,720
68,964
739,702
742,328
20
22
100.0
94.1
58.0
63.8
66.6
70.5
48.7
52.1
Number of Tenants
Committed Occupancy (%)
4.4
3.6
CapitaLand Group
3.1
66.2%
25.8%
3.2%
0.0%
2016
2017
4.8%
2018
2019
2020 and
beyond
98
Property Details
Property Information
Location
6 Battery Road
Title
Purchase Price in
2004 (S$ million)
675.2
190
Green Mark
Platinum
As At 31 December
2014
2015
1,330.0
1,358.0
45,911
45,911
494,186
494,186
96
95
99.2
98.9
61.5
65.0
65.0
68.7
51.4
53.7
Number of Tenants
3.1
0.5
0.5
15.0%
2016
22.0%
21.3%
19.7%
22.0%
2017
2018
2019
2020 and
beyond
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Property Information
Location
1 George Street
Title
Purchase Price in
2008 (S$ million)
1,165.0
178
Green Mark
GoldPLUS
As At 31 December
2014
2015
975.0
1,010.0
41,564
41,564
447,395
447,395
48
48
100.0
98.2
46.7
48.8
50.2
52.0
39.6
40.6
Number of Tenants
Committed Occupancy (%)
1.3
1.0
0.8
32.7%
23.5%
21.1%
14.3%
2016
8.4%
2017
2018
2019
2020 and
beyond
100
Property Details
Title
Purchase Price in
2006 (S$ million)
2,166.0
1,045
Green Mark
Gold
2014
2015
3,109.5
3,136.0
74,391
74,699
800,750
804,062
275
269
100.0
99.2
221.9
223.7
232.5
234.4
170.2
173.1
34.4
33.8
Number of Tenants
11.0
1.8
1.2
31.9%
%
16.3%
31.9
Retail
49.4
Office
18.7
4.1%
2016
Office
6.1%
12.5%
10.0%
2017
Retail
1.6%
2018
4.4% 2.7%
2019
7.9%
2.5%
2020 and
beyond
Hotels and Convention Centre
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CapitaGreen
CapitaGreen is an ultra-modern 40-storey Grade A office
tower that occupies the site of the former Market Street
Car Park. With a net lettable area of about 704,000
square feet, it is the only CBD office building in Singapores
Downtown Core that was completed in end-2014.
Property Information
Location
Title
180
Joint Venture
Partners (%)
CapitaLand
50.0
CCT
40.0
Mitsubishi Estate Asia 10.0
Total Development
Cost (S$ million)
1,300
Date of TOP
18 December 2014
Green Mark
Platinum
2014
2015
1,526.0
1,587.0
65,298
65,428
702,000
704,270
22
36
69.3
91.3
35.7
38.3
21.1
Number of Tenants
Committed Occupancy (%)
0.7
0.6
0.5
62.1%
24.1%
13.8%
BEST OFFICE
& BUSINESS
DEVELOPMENT
BRONZE
2015
0.0%
0.0%
2016
2017
2018
2019
2020 and
beyond
102
Property Details
Twenty Anson
Twenty Anson is a 20-storey prime office building in
downtown Tanjong Pagar. Served by Tanjong Pagar
MRT station and major expressways, this Green Mark
Platinum development features a modern facade,
column-free floor plates, a roof garden and a caf.
Property Information
Location
20 Anson Road
Title
Purchase Price in
2012 (S$ million)
430.0
55
Green Mark
Platinum
As At 31 December
2014
2015
431.0
431.0
19,051
19,117
205,067
205,778
20
21
97.8
97.9
17.8
19.6
22.3
22.2
17.2
17.2
Number of Tenants
0.9
0.6
0.4
39.1%
25.3%
20.7%
14.9%
0.0%
2016
2017
2018
2019
2020 and
beyond
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HSBC Building
HSBC Building is a 21-storey office tower with
excellent frontage, convenient transport access and
views of Marina Bay. It houses The Hongkong and
Shanghai Banking Corporation Limited (HSBC Bank),
the sole tenant who bears the buildings operating
expenses including property tax while CCT manages
the insurance and structural maintenance matters.
The lease to HSBC Bank will expire in April 2019.
Property Information
Location
21 Collyer Quay
Title
Purchase Price in
2005 (S$ million)
153.9
55
Green Mark
Certified
As At 31 December
2014
2015
450.0
452.0
18,624
18,624
200,467
200,467
100.0
100.0
20.4
20.4
20.4
20.4
20.3
20.3
Number of Tenants
Committed Occupancy (%)
104
Property Details
Wilkie Edge
Wilkie Edge is a 12-storey integrated development
comprising office space and retail units. Its distinctive
facade features a huge LED screen that lights up the
surrounding cultural precinct. Located at the junction
of Wilkie Road and Selegie Road, it is in close proximity
to Dhoby Ghaut MRT interchange station.
Property Information
Location
8 Wilkie Road
Title
Leasehold expiring
20 February 2105
Purchase Price in
2007 (S$ million)
182.7
215
Green Mark
Gold
As At 31 December
2014
2015
191.0
199.0
14,206
14,357
152,912
154,539
23
23
100.0
100.0
11.4
12.8
12.9
14.3
8.8
9.8
Number of Tenants
Committed Occupancy (%)
1.1
0.9
0.2
42.6%
23.9%
10.1%
2016
20.9%
2.5%
2017
2018
2019
2020 and
beyond
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Bugis Village
Bugis Village comprises 34 restored pre-war
shophouses in a vibrant heritage enclave. Located
opposite Bugis MRT station, the three-storey
shophouses accommodate a mix of offices, schools
and tuition centres, as well as hair salons, restaurants
and retail outlets.
Property Information
Location
62 to 67 Queen Street,
151 to 166 Rochor Road,
229 to 253 Victoria Street
(Odd numbers only)
Title
Purchase Price in
2004 (S$ million) 56.5
Car Park Lots
NA
As At 31 December
2014
2015
55.4
53.7
11,254
11,254
121,140
121,140
77
80
94.8
100.0
11.5
11.7
11.9
12.1
9.4
9.5
Number of Tenants
0.1
0.1
0.1
The leasehold title and the valuation take into account the right of
the President of the Republic of Singapore, as lessor under the State
Lease, to terminate the State Lease on 1 April 2019 upon payment of
S$6,610,208.53 plus accrued interest.
85.5%
9.3%
2016
5.2%
2017
0.0%
2018
0.0%
2019
2020 and
beyond
106
Property Details
Property Information
Location
50 Market Street
Title
Purchase Price in
2004 (S$ million)
72.1
1,053
Green Mark
GoldPLUS
As At 31 December
2014
2015
141.0
141.0
4,341
4,333
46,724
46,637
44
39
100.0
97.3
6.6
6.5
6.5
6.3
13.3
13.0
9.8
9.6
Number of Tenants
Committed Occupancy (%)
0.2
0.1
0.1
60.2%
20.6%
2016
2017
19.2%
2018
0.0%
0.0%
2019
2020 and
beyond
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Glossary
AEI
CapitaLand
CapitaLand Limited
CapitaLand Group
CapitaLand Singapore
or CLS
CB
Convertible Bonds
CBD
CCT Group
CDP
CIS Code
CMS
CMBS
Deposited Property
The gross assets of CCT, RCS Trust or MSO Trust (as the case may be), including
all its authorised investments held or deemed to be held upon the trusts under the
respective Trust Deeds.
Direct Capitalisation
Method
Discounted Cashflow
Method
A valuation method appraisers use to estimate the value of income producing real
estate, where net operating income is discounted at an appropriate discount rate
to derive the market value. The capital value of the property considers the 10-year
discounted income stream and the present value of its adopted terminal value.
GDP
GFA
Gross Rental Income comprises base rent (after rent rebates, where applicable,
including turnover rent, advertising and promotion levy, where applicable) and
tenant service charge, which is a contribution paid by tenants towards the Property
Operating Expenses.
Gross Revenue
Comprises gross rental income, car park income and other income
Interest Service
Coverage Ratio
Ratio of earnings before interest, tax, depreciation and amortisation over interest
expenses of CCT Group.
kg
Kilogram
kWh
Kilowatt-hour
LHS
Left-hand side
Listing Manual
108
Glossary
Management Expense
Ratio
Manager
MAS
MRT
MTN
Cubic metres
NLA
NPI
psf
psm
Property Funds
Appendix
Property Managers
Property Operating
Expenses
Comprises property tax, property management fee and other property operating
expenses (comprising utility expenses, reimbursement of salaries and related
expenses, marketing expenses, repairs and maintenance expenses, general and
administrative expenses as well as other miscellaneous expenses).
Property Yield
QoQ
Quarter-on-Quarter
REIT / S-REITs
RHS
Right-hand side
SFA
sq ft
Square feet/foot
sq m
Square metre
S$
Singapore dollars
Trust
Trustee
Unit
Unitholder
The registered holder for the time being of a Unit, including person so registered
as joint holders, except where the registered holder is CDP, the term Unitholder
shall, in relation to Units registered in the name of CDP, meaning where the context
requires, the Depositor whose Securities Account with CDP is credited with Units.
YoY
Year-on-Year
Financial Statements
110
111
112
113
114
115
117
118
121
123
110
HSBC Institutional Trust Services (Singapore) Limited (the Trustee) is under a duty to take into custody and
hold the assets of CapitaLand Commercial Trust (formerly known as CapitaCommercial Trust) (the Trust) and
its subsidiaries (the Group) in trust for the unitholders. In accordance with the Securities and Futures Act,
Chapter 289 of Singapore, its subsidiary legislation and the Code on Collective Investment Schemes, the Trustee
shall monitor the activities of CapitaLand Commercial Trust Management Limited (the Manager) for compliance
with the limitations imposed on the investment and borrowing powers as set out in the deed of trust dated
6 February 2004 constituting the Trust, as amended, restated and supplemented by the first supplemental deed
dated 15 July 2005, the second supplemental deed dated 20 April 2006, the third supplemental deed dated
11 August 2006, the fourth supplemental deed dated 31 October 2007, the first amending and restating deed
dated 26 March 2008, the sixth supplemental deed dated 24 August 2010, the seventh supplemental deed dated
27 April 2012, the eighth supplemental deed dated 13 August 2012, the ninth supplemental deed dated 8 March
2013 and the tenth supplemental deed dated 6 May 2015 between the Manager and the Trustee (the Trust Deed)
in each annual accounting period and report thereon to unitholders in an annual report.
To the best knowledge of the Trustee, the Manager has, in all material respects, managed the Group during the
period covered by these financial statements, set out on pages 113 to 173 in accordance with the limitations
imposed on the investment and borrowing powers set out in the Trust Deed.
Esther Fong
Senior Vice President, Trustee Services
Singapore
23 February 2016
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111
In the opinion of the directors of CapitaLand Commercial Trust Management Limited, the accompanying financial
statements set out on pages 113 to 173 comprising the Statements of Financial Position, Statements of Total
Return, Distribution Statements, Statements of Movements in Unitholders Funds, Portfolio Statements, Statements
of Cash Flows and Notes to the Financial Statements are drawn up so as to present fairly, in all material respects,
the financial position of CapitaLand Commercial Trust (the Trust) and its subsidiaries (the Group) and of the Trust
as at 31 December 2015, the total return, distributable income, movements in unitholders funds and cash flows
of the Group and of the Trust for the year then ended in accordance with the recommendations of Statement of
Recommended Accounting Practice 7 Reporting Framework for Unit Trusts issued by the Institute of Singapore
Chartered Accountants and the provisions of the Trust Deed. At the date of this statement, there are reasonable
grounds to believe that the Group and the Trust will be able to meet its financial obligations as and when they
materialise.
Singapore
23 February 2016
112
(Constituted in the Republic of Singapore pursuant to a Trust Deed dated 6 February 2004 (as amended))
We have audited the accompanying financial statements of CapitaLand Commercial Trust (formerly known
as CapitaCommercial Trust) (the Trust) and its subsidiaries (the Group), which comprise the Statements of
Financial Position and Portfolio Statements of the Group and the Trust as at 31 December 2015, the Statements
of Total Return, Distribution Statements, Statements of Movements in Unitholders Funds and Statements of
Cash Flows of the Group and the Trust for the year then ended, and a summary of significant accounting policies
and other explanatory information, as set out on pages 113 to 173.
Managers responsibility for the financial statements
The Manager of the Trust is responsible for the preparation and fair presentation of these financial statements
in accordance with the recommendations of Statement of Recommended Accounting Practice 7 Reporting
Framework for Unit Trusts issued by the Institute of Singapore Chartered Accountants, and for such internal
control as the Manager of the Trust determines is necessary to enable the preparation of financial statements that
are free from material misstatement, whether due to fraud or error.
Auditors responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our
audit in accordance with Singapore Standards on Auditing. Those standards require that we comply with ethical
requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements
are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the
financial statements. The procedures selected depend on the auditors judgment, including the assessment of
the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal control relevant to the Trusts preparation and fair presentation of the
financial statements in order to design audit procedures that are appropriate in the circumstances, but not for
the purpose of expressing an opinion on the effectiveness of the Trusts internal control. An audit also includes
evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made
by the Manager of the Trust, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit
opinion.
Opinion
In our opinion, the consolidated financial statements of the Group and the financial statements of the Trust present
fairly, in all material respects, the financial position of the Group and of the Trust as at 31 December 2015 and the
total return, distributable income, movements in unitholders funds and cash flows of the Group and of the Trust
for the year then ended in accordance with the recommendations of Statement of Recommended Accounting
Practice 7 Reporting Framework for Unit Trusts issued by the Institute of Singapore Chartered Accountants.
KPMG LLP
Public Accountants and
Chartered Accountants
Singapore
23 February 2016
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113
Group
2015
$000
Note
Trust
2014
$000
2015
$000
2014
$000
Non-current assets
Plant and equipment
4 1,272 1,453 1,272 1,440
Investment properties
5 4,961,700 4,882,400 4,961,700 4,451,400
Intangible asset
6 3,416 4,822 3,416 4,822
Subsidiaries
7
167,657 435,576
Joint ventures
8 1,452,447
1,427,895 997,780 984,933
Associate
9
63,899
51,479
Available-for-sale quoted investment
10
41,621
41,621
Financial derivatives
15 5,611 1,160 5,611 1,160
6,466,067 6,381,629 6,179,057 5,930,810
Current assets
Trade and other receivables
11
43,540
38,345
43,451
37,576
Cash and cash equivalents
12
81,212
101,085
67,151
76,719
Financial derivatives
15
1,726
1,726
126,478
139,430
112,328
114,295
Total assets
6,592,545 6,521,059 6,291,385 6,045,105
Current liabilities
Trade and other payables
13
37,263
47,355
199,900
39,415
Current portion of security deposits
8,611
11,437
8,611
10,876
Interest-bearing liabilities
14
270,000
270,000
Current tax payable
64
3
60
45,938
328,795
208,571
320,291
Non-current liabilities
Non-current portion of security deposits
31,848
28,300
31,848
23,510
Interest-bearing liabilities
14 1,083,623 800,972
1,083,623 800,972
Financial derivatives
15 25,719 40,298 25,719 40,298
Convertible bonds
16 171,281 169,206 171,281 169,206
Total liabilities
1,358,409 1,367,571 1,521,042 1,354,277
Net assets 5,234,136 5,153,488 4,770,343 4,690,828
Represented by:
Unitholders funds
114
Group
Note
Gross revenue
Property operating expenses
2015
$000
Trust
2014
$000
2015
$000
2014
$000
- Joint ventures
95,510
212,612
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115
Distribution Statements
Year ended 31 December 2015
Group
Trust
2015
$000
2014
$000
2015
$000
2014
$000
128,772
122,325
128,772
122,325
162,550
6,774
296
84,835
152,796
9,139
4,035
83,243
247,669
6,490
296
235,023
10,155
4,035
254,455
249,213
254,455
249,213
383,227
371,538
(118,893)
(123,873)
(124,862)
(127,081)
131,284
128,772
131,284
128,772
The Distribution per Unit relates to the distributions in respect of the relevant financial year. The distribution relating to the second half of 2015 will
be paid after 31 December 2015.
116
Group
Note
2015
$000
Trust
2014
$000
2015
$000
2014
$000
-
Trustees fees 644 620 644 620
- Tax-exempt income retained
(763)
(3,187)
(3,422)
- Other items
(1,069)
(1,362)
(1,260)
(1,085)
Net tax and other adjustments
6,774
9,139
6,490
10,155
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Group
Note
2015
$000
Trust
2014
$000
2015
$000
2014
$000
12,646
86,616
12,646
86,616
(37,111)
(37,120)
Capital reserves
26
Repurchase, redemption and conversion
of convertible bonds
(17,869)
(17,869)
Hedging reserves
27
Effective portion of change in fair value
of cash flow hedges
14,111
3,852
14,111
3,852
Share of hedging reserves of joint venture
1,030
1,184
15,141
5,036
14,111
3,852
Available-for-sale reserves
28 (12,486)
(12,486)
118
Portfolio Statements
As at 31 December 2015
Description
of Property
Tenure
of
Land
Term
of
Lease
Remaining
Term of
Lease
Location
Existing
Use
Carrying Value1
2015
$000
2014
$000
Percentage
of
Net Assets
2015
2014
%
%
Group
Investment properties - Office buildings
Singapore
Six Battery Road
Leasehold
999 years
809 years
6 Battery Road
Commercial
1,358,000
1,330,000
26.0
25.8
Capital Tower
Leasehold
99 years
79 years
168
Robinson Road
Commercial
1,317,000
1,309,000
25.2
25.4
Leasehold
99 years
86 years
1 George Street
Commercial
1,010,000
975,000
19.3
18.9
HSBC Building
Leasehold
999 years
834 years
21 Collyer Quay
Commercial
452,000
450,000
8.6
8.7
Twenty Anson
Leasehold
99 years
91 years
20 Anson Road
Commercial
431,000
431,000
8.2
8.4
65 years
50
Market Street
Transport
facilities
141,000
141,000
2.7
2.7
Leasehold
99 years
Leasehold
99 years
89 years
8 Wilkie Road
Commercial
199,000
191,000
3.8
3.7
Leasehold
99 years
72 years
62 to 67
Queen Street
Commercial
53,700
55,400
1.0
1.1
4,961,700
4,882,400
94.8
94.7
151 to 166
Rochor Road
229 to 253
(odd numbers only)
Victoria Street
Investment properties, at valuation (Note 5)
Investment in associate (Note 9)
Investment in joint ventures (Note 8)
Available-for-sale quoted investment (Note 10)
Other assets and liabilities (net)
Net assets
63,899
1.2
1,452,447
1,427,895
27.7
27.7
41,621
0.8
(1,221,632) (1,220,706)
(23.3)
(23.6)
100.0
100.0
5,234,136
5,153,488
Twenty Anson is held directly by the Trust subsequent to purchasing the property from FirstOffice Pte. Ltd., a wholly owned subsidiary of the Trust,
during the year.
The valuation of Bugis Village takes into account the right of the President of the Republic of Singapore, as Lessor under the State Lease,
to terminate the said Lease on 1 April 2019, upon payment of a sum of S$6,610,208.53 plus accrued interest.
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Portfolio Statements
As at 31 December 2015
Description
of Property
Tenure
of
Land
Term
of
Lease
Remaining
Term of
Lease
Location
Existing
Use
Carrying Value1
2015
$000
2014
$000
Percentage
of
Net Assets
2015
2014
%
%
Trust
Investment properties - Office buildings
Singapore
Six Battery Road
Leasehold
999 years
809 years
6 Battery Road
Commercial
1,358,000
1,330,000
28.5
28.3
Capital Tower
Leasehold
99 years
79 years
168
Robinson Road
Commercial
1,317,000
1,309,000
27.6
27.9
Leasehold
99 years
86 years
1 George Street
Commercial
1,010,000
975,000
21.2
20.8
HSBC Building
Leasehold
999 years
834 years
21 Collyer Quay
Commercial
452,000
450,000
9.5
9.6
Twenty Anson
Leasehold
99 years
91 years
20 Anson Road
Commercial
431,000
9.0
65 years
50
Market Street
Transport
facilities
141,000
141,000
3.0
3.0
Leasehold
99 years
Leasehold
99 years
89 years
8 Wilkie Road
Commercial
199,000
191,000
4.2
4.1
Leasehold
99 years
72 years
62 to 67
Queen Street
Commercial
53,700
55,400
1.1
1.2
4,961,700
4,451,400
104.1
94.9
151 to 166
Rochor Road
229 to 253
(odd numbers only)
Victoria Street
Investment properties, at valuation (Note 5)
Available-for-sale quoted investment (Note 10)
Other assets and liabilities (net)
Net assets
41,621
0.9
(232,978)
239,428
(5.0)
5.1
4,770,343
4,690,828
100.0
100.0
Twenty Anson is held directly by the Trust subsequent to purchasing the property from FirstOffice Pte. Ltd., a wholly owned subsidiary of the Trust,
during the year.
The valuation of Bugis Village takes into account the right of the President of the Republic of Singapore, as Lessor under the State Lease,
to terminate the said Lease on 1 April 2019, upon payment of a sum of S$6,610,208.53 plus accrued interest.
120
Portfolio Statements
As at 31 December 2015
Investment Properties
On 31 December 2015, independent valuations of Capital Tower, Six Battery Road, HSBC Building, One George
Street, Twenty Anson, Bugis Village, Wilkie Edge and Golden Shoe Car Park were undertaken by CBRE Pte. Ltd.
(2014: CBRE Pte. Ltd.).
The Manager believes that the independent valuers have appropriate professional qualifications and recent
experience in the location and category of the properties being valued. The valuations were based on direct
capitalisation method and discounted cash flow analysis. The valuations were performed on the same basis as 2014.
The net increase in fair value of the investment properties has been taken to the statement of total return.
Investment properties comprise mainly commercial properties that are leased to external customers. Generally,
the leases contain an initial non-cancellable period of three years. Subsequent renewals are negotiated with the
lessee. Contingent rents recognised in the Statements of Total Return of the Group and of the Trust amounted to
$573,000 (2014: $512,000) and $568,000 (2014: $510,000) respectively.
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Group
2015
$000
Trust
2014
$000
2015
$000
2014
$000
196,819
188,505
199,739
174,568
122
Group
Note
2015
$000
Trust
2014
$000
2015
$000
2014
$000
Acquisition of property
(267,919)
81,212
101,085 67,151 76,719
During the year, 8,082,009 (2014: 8,008,559) Units were issued at various unit prices in satisfaction of asset
management fees payable to the Manager, amounting to $3,800,000 (2014: $3,650,000) for the Group and
$8,846,000 (2014: $8,662,000) on behalf of RCS Trust. The Trust received units in RCS Trust (see note 8) in
settlement for the amount paid on its behalf.
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Under the property management agreements, property management fees are charged at 3.00% per
annum of the net property income of the properties except for HSBC Building which is charged at 0.25%
per annum of the net property income.
The Manager is entitled under Clause 15.1 of the Trust Deed to receive, in respect of each quarter in
arrear, the amount of the asset management fees which comprise a base component of 0.10% per
annum of the value of Deposited Property and a performance component of 5.25% per annum of net
income of the Trust for each financial year. Deposited Property refers to all the assets of the Trust,
including all its authorised investments for the time being held or deemed to be held upon the trusts of
the Trust Deed, except for the following:
(a) the investment in RCS Trust, a joint venture;
(b) the investment in MSO Trust, a joint venture; and
(c) the investment in MRCB-Quill REIT (MQREIT) (formerly known as Quill Capita Trust (QCT)) when
it was classified as an associate.
124
1 General (continued)
(ii) Asset management fees (continued)
During the year, the Groups interest in MQREIT was reduced from 30.0% to 17.7%. As a result of
the reduction in interest, the Groups investment in MQREIT was reclassified from Associate to
Available-for-sale quoted investment. The Available-for-sale quoted investment amount is included
in the Deposited Property for the computation of asset management fees.
The Manager is entitled under Clause 15.1.3 of the Trust Deed to receive, at the option of the Manager,
the asset management fees wholly in the form of cash, wholly in the form of Units or a combination of
both. When paid in the form of Units, the Manager shall be entitled to receive such number of Units as
may be purchased with the relevant amount of the asset management fees attributable to such period
at an issue price equal to the Market Price.
(iii) Acquisition fee and divestment fee
The Manager is entitled under Clause 15.2 of the Trust Deed to receive acquisition fee in cash at the
rate of 1% (or such lower percentage as may be determined by the Manager in its absolute discretion)
of the acquisition price and a divestment fee in cash at the rate of 0.5% (or such lower percentage as
may be determined by the Manager in its absolute discretion) of the sale price.
(iv) Trustees fees
Pursuant to Clause 15.3 of the Trust Deed, the Trustees fees shall not exceed 0.10% per annum
of the value of Deposited Property (except for the investment in RCS Trust, a joint venture) subject to a
minimum sum of $8,000 per month payable out of the Deposited Property of the Trust. The Trustee is
also entitled to reimbursement of expenses incurred in the performance of its duties under the Trust Deed.
The Trustees fees are payable quarterly in arrears.
2
Basis of preparation
The financial statements have been prepared in accordance with the Statement of Recommended
Accounting Practice (RAP) 7 Reporting Framework for Unit Trusts issued by the Institute of Singapore
Chartered Accountants and the applicable requirements of the Code on Collective Investment Schemes
(CIS Code) issued by the Monetary Authority of Singapore (MAS) and the provisions of the Trust Deed.
RAP 7 requires that accounting policies adopted should generally comply with the principles relating to
recognition and measurement of the Singapore Financial Reporting Standards (FRS).
2.2 Basis of measurement
The financial statements have been prepared on the historical cost basis except as otherwise described in
the notes below.
2.3 Functional and presentation currency
These financial statements are presented in Singapore dollars, which is the Trusts functional currency.
All financial information presented in Singapore dollars has been rounded to the nearest thousand,
unless otherwise stated.
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The preparation of the financial statements in conformity with RAP 7 requires management to make judgements,
estimates and assumptions that affect the application of accounting policies and the reported amounts of
assets, liabilities, income and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates
are recognised in the period in which the estimates are revised and in any future periods affected.
Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material
adjustment within the next financial year is included in following notes:
A number of the Groups accounting policies and disclosures require the measurement of fair values, for both
financial and non-financial assets and liabilities.
When measuring the fair value of an asset or a liability, the Group uses observable market data as far as
possible. Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in
the valuation techniques as follows:
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or
liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
Level 3: inputs for the asset or liability that are not based on observable market data (unobservable
inputs).
If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value
hierarchy, then the fair value measurement is categorised in its entirety in the same level of the fair value
hierarchy as the lowest level input that is significant to the entire measurement (with Level 3 being the lowest).
The Group recognises transfers between levels of the fair value hierarchy as of the end of the reporting period
during which the change has occurred.
Further information about the assumptions made in measuring fair values is included in the following notes:
126
Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has
rights to, variable returns from its involvement with the entity and has the ability to affect those returns through
its power over the entity. The financial statements of subsidiaries are included in the consolidated financial
statements from the date that control commences until the date that control ceases.
The accounting policies of subsidiaries have been changed when necessary to align them with the policies
adopted by the Group.
Investments in associate and joint ventures
An associate is an entity in which the Group has a significant influence, but not control or joint control,
over the financial and operating policies of the entity. Significant influence is presumed to exist when the
Group holds 20% or more of the voting power of another entity. A joint venture is an arrangement in which
the Group has joint control, whereby the Group has rights to the net assets of the arrangement, rather than
rights to its assets and obligations for its liabilities.
Investments in an associate and joint ventures are accounted for using the equity method. They are recognised
initially at cost, which includes transactions costs. Subsequent to initial recognition, the consolidated financial
statements include the Groups share of profit or loss and other comprehensive income of equity-accounted
investees, after adjustments to align the accounting policies with those of the Group, from the date that
significant influence or joint control commences until the date that significant influence or joint control ceases.
When the Groups share of losses exceeds its interest in an equity-accounted investee, the carrying amount
of that investment, together with any long-term interests that form part thereof, is reduced to zero, and the
recognition of further losses is discontinued except to the extent that the Group has an obligation to fund the
investees operations or has made payments on behalf of the investee.
Transactions eliminated on consolidation
Intra-group balances and transactions, and any unrealised income and expenses arising from intra-group
transactions, are eliminated in preparing the consolidated financial statements. Unrealised gains arising from
transactions with the associate and joint ventures are eliminated against the investment to the extent of
the Groups interest in the investee. Unrealised losses are eliminated in the same way as unrealised gains,
but only to the extent that there is no evidence of impairment.
Accounting for subsidiaries, associate and joint ventures by the Trust
Investments in subsidiaries, associate and joint ventures are stated in the Trusts statement of financial position
at cost less accumulated impairment losses.
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Items of plant and equipment are measured at cost less accumulated depreciation and accumulated impairment
losses. Cost includes expenditure that is directly attributable to the acquisition of the asset.
When parts of an item of plant and equipment have different useful lives, they are accounted for as separate
items (major components) of plant and equipment.
The gain or loss on the disposal of an item of plant and equipment is determined as the difference between
the proceeds from disposal and the carrying amount of the item, and is recognised net within other expenses
in the statement of total return on the date of disposal.
Subsequent costs
The cost of replacing a component of an item of plant and equipment is recognised in the carrying amount
of the item if it is probable that the future economic benefits embodied within the component will flow to the
Group, and its cost can be measured reliably. The carrying amount of the replaced component is derecognised.
The costs of the day-to-day servicing of plant and equipment are recognised in the statement of total return
as incurred.
Depreciation
Depreciation is based on the cost of an asset less its residual value. Items of plant and equipment are
depreciated on a straight-line basis in the statement of total return over the estimated useful lives of each
component.
The estimated useful lives for the current and comparative years of significant items of plant and equipment
are as follows:
2 to 5 years
Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted if
appropriate.
3.3 Investment properties
Investment properties are properties held either to earn rental income or for capital appreciation or for both,
but not for sale in the ordinary course of business, use in the production or supply of goods or services or for
administrative purposes. Investment properties are measured at cost on initial recognition and subsequently
at fair value with any change therein recognised in the statement of total return.
Cost includes expenditure that is directly attributable to the acquisition of the investment, which includes
transaction costs.
Fair value is determined in accordance with the Trust Deed, which requires investment properties to be valued
by independent registered valuers at least once a year in accordance with the CIS Code issued by MAS.
Any gain or loss on disposal of an investment property is calculated as the difference between the net proceeds
from disposal and the carrying amount of the item. The gain or loss on disposal of investment property is
recognised in statement of total return.
128
Intangible asset acquired by the Group and the Trust is measured at cost less accumulated amortisation and
accumulated impairment losses. Amortisation is calculated based on the costs of the asset and recognised
in the Statements of Total Return on a systematic basis over the estimated useful life.
Other intangible assets with indefinite useful lives are not amortised and are measured at cost less accumulated
impairment losses.
3.5 Foreign currency
Foreign currency transactions
Transactions in foreign currencies are translated to the respective functional currencies of Group entities at
the exchange rates at the date of the transactions. Monetary assets and liabilities denominated in foreign
currencies at the reporting date are retranslated to the functional currency at the exchange rate at that date.
The foreign currency gain or loss on monetary items is the difference between amortised cost in the functional
currency at the beginning of the year, adjusted for effective interest and payments during the year, and the
amortised cost in foreign currency translated at the exchange rate at the end of the year.
Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are
retranslated to the functional currency at the exchange rate at the date that the fair value was determined.
Non-monetary items in a foreign currency that are measured in terms of historical cost are translated using
the exchange rate at the date of the transaction.
Foreign currency differences arising on retranslation are recognised in the statement of total return, except
for differences arising on the retranslation of monetary items that in substance form part of the Groups net
investment in a foreign operation and available-for-sale equity instruments.
Foreign operations
The assets and liabilities of foreign operations are translated to Singapore dollars at exchange rates at the end
of the reporting period. The income and expenses of foreign operations are translated to Singapore dollars
at exchange rates at the dates of the transactions.
Foreign currency differences are recognised in the foreign currency translation reserve. When a foreign operation
is disposed of, in part or in full, the relevant proportion of the cumulative amount in the foreign exchange
translation reserve is reclassified to the statement of total return as part of the gain or loss on disposal.
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The Group holds derivative financial instruments to hedge its foreign currency and interest rate risk exposures.
Embedded derivatives are separated from the host contract and accounted for separately if the economic
characteristics and risks of the host contract and the embedded derivative are not closely related, a separate
instrument with the same terms as the embedded derivative would meet the definition of a derivative, and the
combined instrument is not measured at fair value through the statement of total return.
On initial designation of the derivative as a hedging instrument, the Group formally documents the relationship
between the hedging instrument and hedged item, including the risk management objectives and strategy in
undertaking the hedge transaction and the hedged risk, together with the methods that will be used to assess
the effectiveness of the hedging relationship. The Group makes an assessment, both at the inception of the
hedge relationship as well as on an ongoing basis, whether the hedging instruments are expected to be highly
effective in offsetting the changes in the fair value or cash flows of the respective hedged items attributable to
the hedged risk, and whether the actual results of each hedge are within a range of 80% 125%. For a cash
flow hedge of a forecast transaction, the transaction should be highly probable to occur and should present
an exposure to variations in cash flows that ultimately could affect the reported statement of total return.
Derivative financial instruments are recognised initially at fair value; any attributable transaction costs are
recognised in the statement of total return as incurred. Subsequent to initial recognition, derivative financial
instruments are measured at fair value, and changes therein are accounted for as described below.
Cash flow hedge
When a derivative is designated as the hedging instrument in a hedge of the variability in cash flows attributable
to a particular risk associated with a recognised asset or liability or a highly probable forecast transaction that
could affect the statement of total return, the effective portion of changes in the fair value of the derivative
is recognised in other comprehensive income and presented in the hedging reserve in Unitholders funds.
Any ineffective portion of changes in the fair value of the derivative is recognised immediately in the statement
of total return.
When the hedged item is a non-financial asset, the amount accumulated in the hedging reserve is reclassified
to the statement of total return in the same period or periods during which the non-financial item affects the
statement of total return. In other cases as well, the amount accumulated in the hedging reserve is reclassified
to the statement of total return in the same period that the hedged item affects the statement of total return.
If the hedging instrument no longer meets the criteria for hedge accounting, expires or is sold, terminated or
exercised, or the designation is revoked, then hedge accounting is discontinued prospectively. If the forecast
transaction is no longer expected to occur, then the balance in the hedging reserve is reclassified to the
statement of total return.
Separable embedded derivatives
Changes in the fair value of separable embedded derivatives are recognised immediately in the statement
of total return.
Other non-trading derivatives
When a derivative financial instrument is not held for trading, and is not designated in a hedge relationship
that qualifies for hedge accounting, all changes in its fair value are recognised immediately in the statement
of total return.
130
The Group initially recognises loans and receivables, deposits and convertible bonds issued on the date that
they are originated. All other financial instruments are recognised initially on the trade date, which is the date
that the Group becomes a party to the contractual provisions of the instrument.
The Group derecognises a financial asset when the contractual rights to the cash flows from the asset
expire, or it transfers the rights to receive the contractual cash flows on the financial asset in a transaction in
which substantially all the risks and rewards of ownership of the financial asset are transferred, or it neither
transfer nor retains substantially all of the risks and rewards of ownership and does not retain control over
the transferred asset. Any interest in transferred financial assets that is created or retained by the Group is
recognised as a separate asset or liability.
The Group derecognises a financial liability when its contractual obligations are discharged, cancelled or expired.
Financial assets and liabilities are offset and the net amount presented in the statement of financial position
when, and only when, the Group has a legal right to offset the amounts and intends either to settle on a net
basis or to realise the asset and settle the liability simultaneously.
The Group classifies non-derivative financial instruments into the following categories: loans and receivables,
available-for-sale financial assets and other financial liabilities.
Loans and receivables
Loans and receivables are financial assets with fixed or determinable payments that are not quoted in an
active market. Such assets are recognised on the date that they are originated at fair value plus any directly
attributable transaction costs. Subsequent to initial recognition, loans and receivables are measured at
amortised cost using the effective interest method, less any impairment losses.
Loans and receivables comprise trade and other receivables and cash and cash equivalents.
Cash and cash equivalents comprise cash balances and short-term bank deposits with maturities of three
months or less from the acquisition date that are subject to an insignificant risk of changes in their fair value,
and are used by the Group in the management of its short-term commitments.
Available-for-sale financial assets
The Groups investments in certain equity securities are classified as available-for-sale financial assets if they
are not classified in any of the above categories of financial assets. Available-for-sale financial assets are
recognised initially at fair value plus any directly attributable transaction costs.
Subsequent to initial recognition, they are measured at fair value and changes therein, other than impairment
losses and foreign currency differences on available-for-sale debt instruments, are recognised directly in
Unitholders funds. When an investment is derecognised, the gain or loss accumulated in Unitholders funds
is reclassified to the statement of total return. Available-for-sale financial assets which are unquoted and where
the fair value cannot be measured reliably, are stated at cost.
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Other financial liabilities comprise trade and other payables, security deposits and interest-bearing liabilities.
Such financial liabilities are recognised initially at fair value plus any directly attributable transaction costs.
Subsequent to initial recognition, other non-derivative financial instruments are measured at amortised cost
using the effective interest method.
Convertible bonds accounted for as compound financial instruments
Convertible bonds that can be converted into units at the option of the holder where the number of units to
be issued does not vary with changes in the fair value of the bonds are accounted for as compound financial
instruments.
The liability component of the convertible bonds is recognised initially at the fair value of a similar liability that
does not have an equity conversion option. The equity component is recognised initially at the difference
between the fair value of the compound financial instrument as a whole and the fair value of the liability
component. Any directly attributable transaction costs are allocated to the liability and equity components in
proportion to their initial carrying amounts.
Subsequent to initial recognition, the liability component of convertible bonds is measured at amortised cost
using the effective interest method. The equity component of convertible bonds is not remeasured subsequent
to initial recognition. When the conversion option is exercised or lapsed, its carrying amount will be transferred
to unitholders funds. No gain or loss is recognised on conversion.
When a convertible bond is being redeemed before its maturity date, the purchase consideration (including
directly attributable costs, net of tax effects) are allocated to the liability and equity components of the instrument
at the date of redemption. Any resulting gain or loss relating to the liability component is recognised in the
statement of total return. The remaining purchase consideration is recognised in unitholders funds.
3.7 Impairment
Non-derivative financial assets
A financial asset not classified at fair value through the statement of total return, including interest in an
associate and jointly controlled entities, is assessed at the end of each reporting period to determine whether
there is objective evidence that it is impaired. A financial asset is impaired if objective evidence indicates that
a loss event(s) has occurred after the initial recognition of the asset, and that loss event(s) has an impact on
the estimated future cash flows of that asset that can be estimated reliably.
Objective evidence that financial assets (including equity securities) are impaired can include default or
delinquency by a debtor, restructuring of an amount due to the Group on terms that the Group would
not consider otherwise, indications that a debtor or issuer will enter bankruptcy, adverse changes in the
payment status of borrowers or issuers in the group, economic conditions that correlate with defaults or
the disappearance of an active market for a security. In addition, for an investment in an equity security,
a significant or prolonged decline in its fair value below its cost is objective evidence of impairment.
132
The Group considers evidence of impairment for loans and receivables at both a specific asset and collective
level. All individually significant loans and receivables are assessed for specific impairment. The individually
significant receivables found not to be specifically impaired are then collectively assessed for any impairment
that has been incurred but not yet identified. Loans and receivables that are not individually significant are
collectively assessed for impairment by grouping together assets with similar risk characteristics.
An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference
between its carrying amount and the present value of the estimated future cash flows discounted at the assets
original effective interest rate. Losses are recognised in the statement of total return and reflected in an allowance
account against loans and receivables. Interest on the impaired asset continues to be recognised. When the
Group considers that there are no realistic prospects of recovery of the asset, the relevant amounts are written
off. If the amount of impairment loss subsequently decreases and the decrease can be related objectively to
an event occurring after the impairment was recognised, then the previously recognised impairment loss is
reversed through statement of total return.
Impairment losses on available-for-sale financial assets are recognised by reclassifying the losses accumulated
in the fair value reserve in Unitholders funds to statement of total return. The cumulative loss that is reclassified
from Unitholders funds to statement of total return is the difference between the acquisition cost, net of
any principal repayment and amortisation, and the current fair value, less any impairment loss recognised
previously in profit or loss. Changes in cumulative impairment provisions attributable to application of the
effective interest method are reflected as a component of interest income. If, in a subsequent period, the fair
value of an impaired available-for-sale debt security increases and the increase can be related objectively to an
event occurring after the impairment loss was recognised, then the impairment loss is reversed. The amount
of the reversal is recognised in statement of total return. However, any subsequent recovery in the fair value
of an impaired available-for-sale equity security is recognised in Unitholders funds.
Non-financial assets
The carrying amounts of the Groups non-financial assets, other than investment properties, are reviewed at
each reporting date to determine whether there is any indication of impairment. If any such indication exists,
then the assets recoverable amounts are estimated.
An impairment loss is recognised in the statement of total return if the carrying amount of an asset or
cash-generating unit (CGU) exceeds its estimated recoverable amount. A CGU is the smallest identifiable
asset group that generates cash flows from continuing use that are largely independent from other assets
or CGUs. Impairment losses are recognised in the statement of total return unless it reverses a previous
revaluation, credited to Unitholders funds, in which case it is charged to Unitholders funds.
The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to
sell. In assessing value in use, the estimated future cash flows are discounted to their present value using
a pre-tax discount rate that reflects current market assessments of the time value of money and the risks
specific to the asset or CGU.
Impairment losses recognised in prior periods are assessed at each reporting date for any indications that
the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the
estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that
the assets carrying amount does not exceed the carrying amount that would have been determined, net of
depreciation or amortisation, if no impairment loss had been recognised.
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Unitholders funds are classified as equity. Incremental costs directly attributable to the issue of Units are
recognised as a deduction from equity.
3.9 Revenue recognition
Rental income from operating leases
Rental income from operating leases is recognised as revenue in the statement of total return on a
straight-line basis over the term of the lease, except where an alternative basis is more representative of
the pattern of benefits to be derived from the leased assets. Lease incentives granted are recognised as an
integral part of the total rental income, over the term of the lease. Contingent rentals, which include gross
turnover rental, are recognised as income in the accounting period on a receipt basis. No contingent rentals
are recognised if there are uncertainties due to the possible return of amounts received.
Car park income
Car park income is recognised in the statement of total return on a receipt basis.
Interest income
Interest income is recognised in the statement of total return as it accrues, using the effective interest method.
Investment income
Investment income is recognised in the statement of total return on the date that the Groups right to receive
payment is established.
3.10 Government grants
Grants that compensate the Group for expenses incurred are recognised in the statement of total return as
other income on a systematic basis in the periods in which the expenses are recognised.
3.11 Expenses
Property operating expenses
Property operating expenses consist of property tax, utilities, maintenance, property management
reimbursements, property management fees using the applicable formula stipulated in Note 1(i) for the Trust,
Note 8(i) for RCS Trust and Note 8(iv) for MSO Trust, marketing expenses and other property outgoings in
relation to investment properties where such expenses are the responsibility of the Group.
Property operating expenses are recognised on an accrual basis.
Asset management fees
Asset management fees are recognised on an accrual basis using the applicable formula stipulated in Note 1(ii)
for the Trust, Note 8(ii) for RCS Trust and Note 8(v) for MSO Trust.
Trustees fees
The Trustees fees are recognised on an accrual basis using the applicable formula stipulated in Note 1(iv)
for the Trust and Note 8(iii) for RCS Trust.
134
3.12 Tax
Tax expense comprises current and deferred tax. Current tax and deferred tax is recognised in the statement
of total return except to the extent that it relates to a business combination, or items recognised directly in
Unitholders funds, in which case it is recognised in Unitholders funds.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or
substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.
Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used for taxation purposes.
Deferred tax is not recognised for:
temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business
combination and that affects neither accounting nor taxable profit or loss;
temporary differences related to investments in subsidiaries and joint ventures to the extent that it is
probable that they will not reverse in the foreseeable future; and
The measurement of deferred taxes reflects the tax consequences that would follow the manner in which the
Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and
liabilities. For investment property that is measured at fair value, the presumption that the carrying amount
of the investment property will be recovered through sale has not been rebutted. Deferred tax is measured
at the tax rates that are expected to be applied to temporary differences when they reverse, using tax rates
enacted or substantively enacted at the reporting date.
Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities
and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity,
or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax
assets and liabilities will be realised simultaneously.
A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available
against which the temporary difference can be utilised. Deferred tax assets are reviewed at each reporting
date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.
In the ordinary course of business, there are many transactions and calculations for which the ultimate
tax treatment is uncertain. Therefore, the Group recognises tax liabilities based on estimates of whether
additional taxes and interest will be due. These tax liabilities are recognised when the Group believes that
certain positions may not be fully sustained upon review by tax authorities, despite the Groups belief that
its tax return positions are supportable. The Group believes that its accruals for tax liabilities are adequate
for all open tax years based on its assessment of many factors including interpretations of tax law and prior
experience. This assessment relies on estimates and assumptions and may involve a series of multifaceted
judgments about future events. New information may become available that causes the Group to change
its judgment regarding the adequacy of existing tax liabilities, such changes to tax liabilities will impact tax
expense in the period that such a determination is made.
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The Inland Revenue Authority of Singapore (IRAS) has issued a tax ruling on the taxation of the Trust for
income earned and expenditure incurred after its listing on the SGX-ST. Subject to meeting the terms and
conditions of the tax ruling, which includes a distribution of at least 90% of the taxable income of the Trust,
the Trust will not be taxed on the portion of taxable income of the Trust that is distributed to Unitholders.
Any portion of the taxable income that is not distributed to Unitholders will be taxed on the Trust. In the event
that there are subsequent adjustments to the taxable income when the actual taxable income of the Trust is
finally agreed with IRAS, such adjustments are taken up as an adjustment to the taxable income for the next
distribution following the agreement with IRAS.
Individuals and Qualifying Unitholders are entitled to receive taxable income distributions at gross from the
Trust. For other types of Unitholders (other than foreign non-individual Unitholders), the Trust is required to
withhold tax at the prevailing corporate tax rate (currently 17%) on the taxable income distributions made
by the Trust. Such Unitholders are subject to tax on the regrossed amounts of the distributions received but
may claim a credit for the tax deducted at source at the prevailing corporate tax rate (currently 17%) by the
Trust. Qualifying foreign non-individual Unitholders are entitled to receive taxable income distributions net of
withholding tax at a reduced rate of 10% for distributions made on or before 31 March 2020.
A Qualifying Unitholder is a Unitholder who is:
(a) a Singapore-incorporated company which is tax resident in Singapore;
(b) a body of persons, other than a company or a partnership, registered or constituted in Singapore
(for example, a town council, a statutory board, a registered charity, a registered co-operative society, a
registered trade union, a management corporation, a club and a trade and industry association);
(c) a Singapore branch of a foreign company which has been presented a letter of approval from the
Comptroller of Income Tax granting waiver from tax deduction at source in respect of distributions from
the Trust;
(d) an agent bank or a Supplementary Retirement Scheme (SRS) operator acting as nominee for individuals
who have purchased Units within the Central Provident Fund Investment Scheme (CPFIS) or the SRS
respectively; or
(e) a nominee who can demonstrate that the Units are held for beneficial owners who are individuals or who
fall within the classes of Unitholders listed in (a) to (c) above.
The Trust has a distribution policy where it is required to distribute at least 90% of its taxable income,
other than gains from the sale of real estate properties that are determined by IRAS to be trading gains.
For the taxable income that is not distributed, referred to as retained taxable income, tax will be assessed
on the Trust. Where such retained taxable income is subsequently distributed, the Trust need not deduct tax
at source.
136
Finance costs comprise interest expense on borrowings and convertible bonds, amortisation of borrowings
and convertible bonds related transaction costs and accretion of convertible bonds interest that are recognised
in the statement of total return using the effective interest method over the period of borrowings and the
convertible bonds.
3.14 Earnings per unit
The Group presents basic and diluted earnings per unit (EPU) data for its units. Basic EPU is calculated
by dividing the total return attributable to Unitholders of the Trust by the weighted average number of units
outstanding during the period. Diluted EPU is determined by adjusting the total return attributable to Unitholders
and the weighted average number of units outstanding for the effects of all dilutive potential units.
3.15 Segment reporting
An operating segment is a component of the Group that engages in business activities from which it may
earn revenues and incur expenses, including revenues and expenses that relate to transactions with any
of the Groups other components. All operating segments operating results are reviewed regularly by the
Chief Executive Officer and Board of Directors of the Manager (the Groups Chief Operating Decision Makers
or CODMs) to make decisions about resources to be allocated to the segment and to assess its performance,
and for which discrete financial information is available.
Segment results that are reported to the Groups CODMs include items directly attributable to a segment as
well as those that can be allocated on a reasonable basis. Unallocated items comprise mainly income tax
assets and liabilities.
Segment capital expenditure is the total cost incurred during the year to acquire items of plant and equipment
and investment properties.
3.16 New standards, interpretations and revised recommended accounting practice not yet adopted
A number of new standards, amendments to standards and interpretations are effective for annual periods
beginning after 1 January 2015, and have not been applied in preparing these financial statements.
The Group is currently assessing the potential impact of adopting these new standards and interpretations,
on the financial statements of the Group and the Trust. The Group does not plan to adopt these standards early.
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2,497
134
(182)
2,327
287
(117)
At 31 December
2,449
2,497
Accumulated depreciation
At 1 January
1,044
847
Charge for the year
303
330
Disposals/write-off
(170) (133)
At 31 December
1,177
1,044
Carrying amounts
At 1 January
1,453
1,480
At 31 December
1,272
1,453
Trust
Cost
At 1 January
Additions
Disposals/write-off
2,472
2,307
133 282
(156) (117)
At 31 December
2,449
2,472
Accumulated depreciation
At 1 January
1,032
840
Charge for the year
301
325
Disposals/write-off
(156) (133)
At 31 December
1,177
1,032
Carrying amounts
At 1 January
1,440
1,467
At 31 December
1,272
1,440
138
Investment properties
Group
2015
$000
Trust
2014
$000
2015
$000
2014
$000
At 1 January
Acquisition
Capital expenditure
Net increase in fair value recognised in
statement of total return
At 31 December
66,452
81,219
66,949
83,222
As at 31 December 2015 and 31 December 2014, all investment properties held by the Group and Trust are
unencumbered.
Investment properties are stated at fair value based on valuations performed by independent professional
valuers. In determining the fair value, the valuations are prepared by considering the estimated rental value
of the property by applying the appropriate valuation methods i.e. the capitalisation method and discounted
cashflow method.
The capitalisation method is an investment approach whereby the estimated gross passing income (on both
a passing and market rent basis) is adjusted to reflect anticipated operating costs and ongoing vacancy to
produce a net income on a fully leased basis. The adopted fully leased net income is capitalised over the
remaining term of the land lease from the valuation date at an appropriate capitalisation rate. The discounted
cash flow method involves the estimation and projection of a net income stream over a period and discounting
the net income stream with an internal rate of return to arrive at the market value.
In determining the fair values of investment properties, the valuers have used the above valuation methods
which involve certain estimates. The Manager reviews the key valuation parameters and underlying data
including market-corroborated capitalisation rates and discount rates adopted by the valuers and is of the
view that the estimates are reflective of the current market conditions as at the reporting date.
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Intangible asset
Group and Trust
2015
2014
$000
$000
Cost
At 1 January and 31 December
17,100
17,100
Accumulated amortisation
At 1 January
12,278
8,766
Amortisation for the year
1,406
3,512
At 31 December
13,684
12,278
Carrying amounts
At 1 January
4,822
8,334
At 31 December
3,416
4,822
Intangible asset represents the unamortised yield stabilization sum received by the Group under the Deed of
Yield Stabilization (YS Deed) dated 22 March 2012 in relation to Twenty Anson. The YS Deed which expired
on 21 September 2015, together with the unutilised yield stabilization amount, was assigned to the Trust
upon the acquisition of Twenty Anson on 1 July 2015. The Trust will continue to utilise the yield stabilization
sum to top up any shortfall or deficiency in the property income of Twenty Anson until the sum is fully utilised
(see note 18).
7 Subsidiaries
Trust
2015
$000
2014
$000
167,657
167,657
267,919
167,657
435,576
In 2014, the loan to a subsidiary was unsecured and bore an effective interest rate of 4.6% per annum.
The loan was repaid during the year following the disposal of Twenty Anson by its subsidiary to the Trust.
Details of the subsidiaries are as follows:
Name of subsidiaries
Place of
incorporation/
business
Singapore
Singapore
Effective equity
interest held by
the Trust
2015
2014
%
%
100 100
100 100
140
Joint ventures
Group
Trust
2015
$000
2014
$000
2015
$000
2014
$000
1,335,647
116,800
1,315,095
112,800
880,980
116,800
872,133
112,800
1,452,447 1,427,895
997,780
984,933
The loan to joint venture is unsecured, bears an effective interest rate of 3.14% (2014: 3.12%) per annum
and not repayable within 12 months.
Details of the joint ventures are as follows:
Name of joint ventures
Place of
constitution/
business
RCS Trust1
MSO Trust1
Singapore
Singapore
Effective equity
interest held by
the Trust
2015
2014
%
%
60 60
40 40
RCS Trust
RCS Trust is an unlisted special purpose trust constituted under a trust deed (Trust Deed of RCS Trust)
dated 18 July 2006 entered into between HSBC Institutional Trust Services (Singapore) Limited as
trustee-manager (Trustee-Manager) of RCS Trust, HSBC Institutional Trust Services (Singapore) Limited as
trustee of CapitaLand Mall Trust (CMT), the Trustee, CapitaLand Mall Trust Management Limited as Manager
of CMT, and the Manager. RCS Trust is 60% owned by the Trust and 40% owned by CMT. RCS Trust holds
Raffles City Singapore, an integrated development which comprised of retail, hotel, convention centre and office.
RCS Trust has entered into several service agreements in relation to management of the RCS Trust and its
property operations. The fee structures of these services are as follows:
(i)
Under the property management agreement, property management fees are charged as follows:
(a)
(b)
Pursuant to Clause 11.1 of the Trust Deed of RCS Trust, the asset management fees shall be paid in
respect of each quater in arrear and comprise a base component of 0.25% per annum of the value of
deposited property of RCS Trust and a performance component of 4.00% per annum of the net property
income of RCS Trust, including all its authorised investments for the time being held or deemed to be
held upon the trusts of the Trust Deed of RCS Trust.
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Pursuant to Clause 11.3 of the Trust Deed of RCS Trust, the asset management fees shall be paid
entirely in the form of units or, with the unanimous approval of the Manager and CapitaLand Mall Trust
Management Limited as Manager of CapitaLand Mall Trust, either partly in units and partly in cash or
wholly in cash. When paid in the form of Units, pursuant to Clause 11.3.2 of the Trust Deed of RCS
Trust, the Trustee-Manager shall be entitled to receive such number of Units as may be purchased with
the relevant amount of the asset management fees attributable to such period at an issue price equal
to the net asset value per Unit or at such other issue price as may be agreed in writing between the
Trustee-Manager, the CCT Manager and the CMT Manager.
(iii) Trustee-Managers fees
Pursuant to Clause 11.4 of the Trust Deed of RCS Trust, the Trustee-Managers fees shall not exceed
0.10% per annum of the value of deposited property of RCS Trust, as defined in the Trust Deed of
RCS Trust (subject to a minimum sum of $15,000 per month), payable out of the deposited property
of RCS Trust. The Trustee-Manager is also entitled to reimbursement of expenses incurred in the
performance of its duties under the Trust Deed.
The Trustee-Managers fees are payable quarterly in arrears.
MSO Trust
MSO Trust is an unlisted special purpose trust constituted under a trust deed (Trust Deed of MSO Trust)
dated 15 June 2011 entered between Market Street Office Trustee Pte. Ltd. as trustee-manager of
MSO Trust, the Trustee and the Manager.
On 13 July 2011, the Trustee and the Manager entered into a joint venture agreement with CapitaLand
Singapore Limited (CLS) and Mitsubishi Estate Asia Pte. Ltd. (MEA). Under the agreement, the Trust,
CLS and MEA own 40%, 50% and 10% equity interest respectively in MSO Trust. MSO Trust holds CapitaGreen,
a commercial office tower located in the central business district.
(iv) Property management fees
Under the property management agreement, property management fees are charged based on 3.00%
per annum of the Net Property Income before the Property Managers property management fees.
The property management fees are payable monthly in arrears.
(v) Asset management fees
Pursuant to Clause 11.1 of the Trust Deed of MSO Trust, the asset management fees shall be paid in
respect of each quater in arrear and comprise a base component of 0.10% per annum of the value of
deposited property of MSO Trust and a performance component of 5.25% per annum of the net property
income of MSO Trust for each financial year. Deposited property refers to all the assets of MSO Trust,
including all its authorised investments for the time being held or deemed to be held upon the trusts of
the Trust Deed of MSO Trust.
Pursuant to Clause 11.3 of the Trust Deed of MSO Trust, the asset management fees shall be paid in
the form of cash.
142
2014
RCS Trust MSO Trust
$000
$000
Results
Gross revenue
234,355
38,295
232,493
Expensesa
(111,732) (48,006) (112,003) (3,032)
Net increase in fair value of investment property
and investment property under construction
13,089
44,916
73,928
242,935
Total return for the year
135,712
35,205
194,418
239,903
Assets and liabilities
Non-current assets
3,137,077 1,596,022 3,110,389 1,533,316
Current assetsb
18,828 17,743 16,590 23,617
Total assets
3,155,905 1,613,765 3,126,979 1,556,933
Current liabilitiesc
1,130,184 95,024 81,574
977,856
d
Non-current liabilities
15,340 1,195,193 1,044,089 293,315
Total liabilities
Net assets
2,010,381 323,548
2,001,316 285,762
Groups interest in net assets of investee
at 1 January
1,200,790 114,305 1,158,713 17,166
Increase in investment in joint venture
with no change in effective intereste
8,846
8,662
1,206,229 129,418
1,200,790 114,305
23,197
9,396
205
35,031
23
29,082
114
31,097
906
4
13,252
15,825
9,163
21,089
1,042,763
816,996
1,177,590
1,026,209
282,240
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9 Associate
Group
Trust
2015
$000
2014
$000
2015
$000
2014
$000
Investment in associate
Accumulated impairment loss
63,899
58,850
(7,371)
63,899
51,479
Place of
constitution/
business
Effective equity
interest held by
the Trust
2015
2014
%
%
30
MQREIT (formerly known as QCT) is a real estate investment trust constituted in Malaysia by a trust deed
dated 9 October 2006 and has its place of business in Malaysia. The principal activity of MQREIT is to own
and invest in commercial properties, primarily in Malaysia.
144
9 Associate (continued)
During the year, the Groups interest in MQREIT was reduced from 30.0% to 17.7%. As a result of the reduction
in interest, the Groups investment in MQREIT was reclassified from Associate to Available-for-sale quoted
investment. The Group recorded a dilution loss of $18,903,000 on the investment.
2014
$000
Results
Gross revenue
26,912
41,621
Available-for-sale quoted investment represents the Groups and Trusts 17.7% interest in MQREIT.
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Trust
2014
$000
2015
$000
2014
$000
Trade receivables
Investment income receivable from joint venture
Interest receivable from joint venture
Interest receivable from subsidiary
Interest receivable from swaps
Amount due from related parties (trade)
Deposits
Other receivables
2
4
2
4
203
245 55 49
3,733 4,002 3,792 3,121
There is no allowance for impairment arising from the amounts receivable from joint ventures.
The Groups most significant tenant accounts for $49,000 (2014: $43,000) of the trade receivables carrying
amount at the reporting date.
Concentration of credit risk relating to trade receivables is limited due to the Groups many varied tenants.
These tenants are engaged in diversified businesses and are of good quality and strong credit standing.
The Groups historical experience in collection of trade receivables falls within the recorded allowances.
Due to these factors, the Manager believes that no additional credit risk, beyond amounts provided for
collection losses, is inherent in the Groups trade receivables.
Impairment losses
2014
Gross Impairment
$000
losses
$000
Group
Not past due
Past due 31 90 days
Past due more than 90 days
620
1
353
8
621
361
Trust
Not past due
Past due 31 90 days
Past due more than 90 days
620
1
324
8
621
332
146
Trust
2015
$000
2014
$000
2015
$000
2014
$000
81,212
51,085
50,000
67,151
26,719
50,000
81,212
101,085
67,151
76,719
The weighted average effective interest rates relating to cash and cash equivalents at the reporting date for
the Group and Trust were 0.42% (2014: 0.58%) and 0.43% (2014: 0.65%) per annum respectively.
13 Trade and other payables
Group
2015
$000
Trust
2014
$000
2015
$000
2014
$000
19,697
28,136
19,261
26,448
4,081
3,853
4,077
3,807
163,082
8,299
10,720
8,294
4,514
5,186 4,646 5,186 4,646
37,263
47,355
199,900
39,415
Included in trade payables and accrued operating expenses was an amount due to the Trustee of $166,000
(2014: $159,000) for the Group and the Trust.
Included in the amounts due to related parties (trade) was an amount due to the Manager of $3,562,000
(2014: $3,360,000) for the Group and for the Trust and an amount due to the property manager of $497,000
for the Group and $498,000 for the Trust (2014: $465,000 for the Group and $420,000 for the Trust).
Included in the other deposits and advances for the Group and the Trust was the yield stabilization amount
in relation to Twenty Anson.
Included in interest payable of the Trust was an amount due to the subsidiary of $1,886,000 (2014: $1,946,000).
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14 Interest-bearing liabilities
This note provides information about the contractual terms of the Groups and the Trusts interest-bearing
liabilities.
Group and Trust
2015
2014
$000
$000
Current liabilities
Medium term notes (unsecured)
270,000
Non-current liabilities
Term loans (unsecured)
447,024
446,020
Revolving credit facilities (unsecured)
200,000
125,000
Medium term notes (unsecured)
436,599
229,952
1,083,623
800,972
Total
1,083,623 1,070,972
Year of
maturity
2015
Face
Carrying
value
amount
$000
$000
Face
value
$000
2014
Carrying
amount
$000
571,020
Included in the floating rate term loans is an amount of $480.0 million (2014: $360.0 million) which is hedged by interest rate swaps with
notional contract amounts of $480.0 million (2014: $360.0 million). The fixed interest rates ranges from 0.57% to 1.71% (2014: 0.36% to
0.785%) per annum.
The Trust has entered into cross currency swaps to hedge the total of JPY24.9 billion (2014: JPY16.3 billion) medium term notes into
notional principal amount of $323.3 million (2014: $223.3 million) at fixed interest rates ranging from 2.8875% to 3.05% (2014: 2.8875%
to 2.95%) per annum.
148
The Group has a $2.0 billion unsecured Multicurrency Medium Term Note Programme (Programme) under
its subsidiary, CCT MTN. Under the CCT MTN Programme, the Group may issue notes in any currency.
At 31 December 2015, notes issued by the Group were as follows:
(i)
(ii)
$150.0 million (2014: $50.0 million) fixed rate notes maturity in 2021; and
(iii) JPY24.9 billion (2014: JPY16.3 billion) medium term notes, which comprises JPY10.0 billion,
JPY6.3 billion and JPY8.6 billion maturing between 2019 to 2023 (2014: 2019 to 2021). The Trust
had entered into cross currency swaps to swap the JPY notes into Singapore dollars.
Unsecured bank facilities, overdraft and guarantee facilities of the Trust
As at 31 December 2015, the Trust has an aggregate of $780.0 million (2014: $780.0 million) unsecured bank
facilities, comprising a combination of $450.0 million (2014: $450.0 million) term loans and $330.0 million
(2014: $330.0 million) revolving credit facilities with various maturities of up to 4.7 years (2014: 5.7 years) from
various banks. The Trust has drawn down $650.0 million (2014: $575.0 million) of the unsecured bank facilities.
The Trust also has an omnibus line facility of up to $5.0 million. As at 31 December 2015, the Trust has utilised
$1.9 million (2014: $3.0 million) from the omnibus line facility for letter of guarantees.
15 Financial derivatives
Group and Trust
2015
2014
$000
$000
Non-current assets
Interest rate swaps
1,160
Cross currency swaps
5,611
5,611
1,160
Current assets
Interest rate swaps
1,726
Non-current liabilities
Cross currency swaps
25,719
40,298
At 31 December 2015, the Group held interest rate swaps with a total notional contract amount of $480.0
million (2014: $360.0 million) to provide fixed rate funding for terms up to 1 year. The swaps are to hedge the
exposure to varying cash flows due to changes in interest rates.
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At 31 December 2015, the Group held JPY/S$ (2014: JPY/S$) cross currency swaps of notional contract
amount totalling JPY24.9 billion (2014: JPY16.3 billion) to hedge its foreign currency risk arising from its JPY
borrowings. The Group has designated the cross currency swaps as a hedging instrument in a cash flow
hedge. The swap matures on the same date as the JPY borrowings.
Master netting or similar agreements
The Group enters into derivative transactions under International Swaps and Derivatives Association (ISDA)
master netting agreements. In general, under such agreements the amounts owed by each counterparty on
a single day in respect of all transactions outstanding in the same currency are aggregated into a single net
amount that is payable by one party to the other. In certain circumstances e.g. when a credit event such
as a default occurs, all outstanding transactions under the agreement are terminated, the termination value
is assessed and only a single net amount is payable in settlement of all transactions.
The above ISDA agreements do not meet the criteria for offsetting in the statement of financial position.
This is because they create a right of set-off of recognised amounts that is enforceable only following an event of
default, insolvency or bankruptcy of the Group or the counterparties. In addition the Group and its counterparties
do not intend to settle on a net basis or to realise the assets and settle the liabilities simultaneously.
The following table sets out the carrying amounts of recognised financial instruments that are subject to the
above agreements.
Gross
amounts of
recognised
financial
instruments
$000
Gross
amounts of
recognised
financial
instruments
offset in the
statement
of financial
position
$000
Net
amounts
of financial
instruments
included in
the statement
of financial
position
$000
Related
financial
instruments
that are
not offset
$000
Net
amount
$000
Financial liabilities
Cross currency swaps
25,719
25,719
(6,896)
18,823
31 December 2014
Financial assets
Interest rate swaps
1,160
1,160
(581)
579
Financial liabilities
Cross currency swaps
40,298
40,298
(581)
39,717
150
16 Convertible bonds
Group and Trust
2015
2014
$000
$000
At 1 January
Repurchase and redemption of convertible bonds
Conversion of convertible bonds
Interest accretion, including transaction costs
169,206
2,075
351,276
(118,538)
(67,800)
4,268
At 31 December
171,281
169,206
In September 2012, the Trust issued $175.0 million principal amount of convertible bonds due 2017
(the CB 2017) with interest rate at 2.5% per annum. The CB 2017 can be converted by bondholders into
Units at the conversion price of $1.5409 (2014: $1.5865) up to the close of business on 2 September 2017,
subject to adjustment to the conversion price in the event a distribution is paid or made to unitholders.
The CB 2017 may be redeemed, in whole or in part, at the option of the Trustee at any time after 12 September
2015 but not less than seven business days prior to 12 September 2017 (subject to satisfaction of certain
conditions).
Unless previously redeemed, converted or purchased and cancelled, the CB 2017 will be redeemed on
12 September 2017 at 100% of its principal amount together with accrued interest.
As at 31 December 2015, the aggregate principal amount of the CB 2017 was $175.0 million (2014: $175.0
million).
17 Units in issue
Group and Trust
2015
2014
000
000
Units in issue:
At 1 January
2,944,849 2,878,774
Units created:
- asset management fees in relation to RCS Trust paid in Units
5,652
5,637
- asset management fees in relation to One George Street
and Wilkie Edge paid in Units
2,430
2,372
- conversion of convertible bonds
58,066
At 31 December
Units to be issued:
- asset management fees in relation to RCS Trust payable in Units
- asset management fees in relation to One George Street
and Wilkie Edge payable in Units
Total issued and issuable Units at 31 December
2,952,931
2,944,849
1,668
1,300
723
545
2,391
2,955,322
1,845
2,946,694
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participate in the termination of the Trust by receiving a share of all net cash proceeds derived from the
realisation of the assets of the Trust less any liabilities, in accordance with their proportionate interests
in the Trust. However, a Unitholder has no equitable or proprietary interest in the underlying assets of
the Trust and is not entitled to the transfer of any assets (or part thereof) or of any estate or interest in
any asset (or part thereof) of the Trust;
attend all Unitholders meetings. The Trustee or the Manager may (and the Manager shall at the request
in writing of not less than 50 Unitholders or one-tenth in number of the Unitholders, whichever is lesser)
at any time convene a meeting of Unitholders in accordance with the provisions of the Trust Deed; and
a Unitholders right is limited to the right to require due administration of the Trust in accordance with
the provisions of the Trust Deed; and
a Unitholder has no right to request the Manager to redeem his Units while the Units are listed on
SGX-ST.
Under the Trust Deed, a Unitholders liability is limited to the amount paid or payable for any units in the Trust.
The provisions of the Trust Deed provide that no Unitholders will be personally liable to indemnify the Trustee
or any creditor of the Trustee in the event that liabilities of the Trust exceed its assets.
152
18 Gross revenue
Group
2015
$000
Trust
2014
$000
2015
$000
2014
$000
Other income includes yield stabilization income of $1,406,000 (2014: $3,512,000) accrued for Twenty Anson.
Pursuant to the Deed of Yield Stabilization dated 22 March 2012 (YS Deed) in relation to the acquisition
of 100% equity interest in FOPL, a yield stabilization sum (YS Sum) of $17.1 million was provided by the
vendors to achieve a stabilized yield of up to 5.5% per annum of the property purchase value of $430.0 million,
for a period of 3.5 years from 22 March 2012. The YS Deed was assigned to the Trust upon the acquisition
of Twenty Anson on 1 July 2015 which expired on 21 September 2015. The Trust will continue to utilise the
yield stabilization sum to top up any shortfall in net property income of Twenty Anson until it is fully utilised.
For the year ended 31 December 2015, the yield stabilization sum was computed based on a yield of 4.0%
(2014: 4.0%) per annum of the property purchase value of $430.0 million. The balance YS Sum was $3.4
million (2014: $4.8 million) as at 31 December 2015.
19 Property operating expenses
Group
2015
$000
Trust
2014
$000
2015
$000
2014
$000
Property tax
Utilities
Property management reimbursements
Property management fees
Marketing expenses
Maintenance and others
20 Investment income
Group
Trust
2015
$000
2014
$000
2015
$000
2014
$000
84,835
2,718
83,252
3,835
871
871
871
88,424
87,087
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Trust
2014
$000
2015
$000
2014
$000
Interest expense
Transaction costs
23 Other expenses
Included in other expenses were non-audit fees paid and payable to auditors of the Group and the Trust of
$15,000 (2014: $13,000).
24 Tax expense
Group
2015
$000
Trust
2014
$000
2015
$000
2014
$000
149
60
Tax transparency
(43,207) (41,680) (43,207) (41,680)
Adjustment for prior year
85
149
60
154
The calculation of basic earnings per Unit is based on the total return for the year and weighted average
number of Units during the year, calculated as follows:
Group
Trust
2015
$000
2014
$000
2015
$000
2014
$000
307,280
448,882
317,187
315,758
2,948,985
Group
2,878,774
3,108
1,297
30,397
2,913,576
Trust
2015
cents
2014
cents
2015
cents
2014
cents
10.42
15.41
10.76
10.84
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In calculating diluted earnings per Unit, the total return for the year and weighted average number of
Units during the year are adjusted for the effects of all dilutive potential Units, calculated as follows:
Group
Trust
2015
$000
2014
$000
2015
$000
2014
$000
307,280
6,450
448,882
6,383
317,187
6,450
315,758
6,383
Number of units
Weighted average number of Units used in calculation
of basic earnings per share
Effect of conversion of convertible bonds
Weighted average number of Units in issue (diluted)
2,948,985
113,570
2,913,576
110,306
3,062,555
3,023,882
Group
Trust
2015
cents
2014
cents
2015
cents
2014
cents
10.24
15.06
10.57
10.65
26 Capital reserves
Capital reserves relate to the value of the options granted to bondholders to convert their convertible bonds
into Units, net of transaction cost incurred which has been accounted for as a deduction against equity.
27 Hedging reserves
Hedging reserves comprises the effective portion of the cumulative net change in the fair value of hedging
instruments related to hedged transactions that have not yet to mature.
28 Available-for-sale reserves
Available-for-sale reserves comprise the cumulative net change in the fair value of available-for-sale financial
assets until the assets are derecognised or impaired.
156
The Board of Directors of the Manager (the Board) reviews the Groups and the Trusts capital management
policy regularly so as to optimise the Groups and the Trusts funding structure. Capital consists of Unitholders
funds. The Board also monitors the Groups and the Trusts exposures to various risk elements and externally
imposed requirements by closely adhering to clearly established management policies and procedures.
The Trust and its subsidiaries are subject to the aggregate leverage limit as defined in the Property Funds
Appendix of the CIS Code. The CIS Code stipulates that the total borrowings and deferred payments (together
the Aggregate Leverage) of a property fund should not exceed 35% of its deposited property except that
the Aggregate Leverage of a property fund may exceed 35% of its deposited property (up to a maximum
of 60%) if a credit rating of the property fund from Fitch Inc., Moodys or Standard & Poors is obtained and
disclosed to the public. The property fund should continue to maintain and disclose a credit rating so long
as its Aggregate Leverage exceeds 35% of its deposited property.
Standard & Poors has assigned A- to CCTs long-term corporate rating since 2014, with stable outlook.
During the year, Moodys upgraded the Groups issuer rating to A3 from Baa1 with stable outlook.
The Group and the Trust have complied with the Aggregate Leverage limit during the financial year. There
were no changes in the Groups approach to capital management during the financial year.
Overview of risk management
Risk management is integral to the whole business of the Group. The Group has a system of controls in place
to create an acceptable balance between the costs of risks occurring and the cost of managing the risks.
The Manager continually monitors the Groups risk management process to ensure that an appropriate balance
between risk and control is achieved. Risk management policies and systems are reviewed regularly to reflect
changes in market conditions and the Groups activities.
The Audit Committee oversees how the Manager monitors compliance with the Groups risk management
policies and procedures and reviews the adequacy of the risk management framework in relation to the risks
faced by the Group. The Audit Committee is assisted in its oversight role by Internal Audit. Internal Audit
undertakes both regular and adhoc reviews of risk management controls and procedures, the results of which
are reported to the Audit Committee.
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Credit risk is the risk of financial loss to the Group if a customer or counterparty fails to meet its contractual
obligations to the Group.
Exposure to credit risk
The carrying amounts of financial assets in the statements of financial position represent the Group and the
Trusts maximum exposure to credit risk, before taking into account security deposits held as collateral.
Prior to signing lease agreements, credit assessments of prospective tenants are carried out. Security deposits
are collected from tenants when the lease agreements are signed. On an ongoing basis, the Manager monitors
the outstanding balances of the tenants continuously to minimise exposure to credit risk of the tenants.
The Manager establishes an allowance for impairment that represents its estimate of incurred losses in respect
of trade and other receivables. The main component of this allowance is a specific loss component that relates
to the individually significant exposure.
Cash and fixed deposits are placed with financial institutions which are regulated. The Group limits its credit
risk exposure in respect of investments by investing only in liquid securities and only with counterparties that
have sound credit ratings. Given these high credit ratings, management does not expect any counterparty
to fail to meet its obligations.
At 31 December 2015 and 31 December 2014, there were no significant concentrations of credit risk other
than the amounts due from joint ventures of $36,352,000 (2014: $32,568,000).
Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due.
The Manager monitors its liquidity risk, maintains a level of cash and cash equivalents and refinances
borrowings to finance the Groups operations and to mitigate the effects of fluctuations in cash flows.
In addition, the Manager also monitors and observes the CIS Code issued by MAS concerning limits on total
borrowings.
As at 31 December 2015, the Group and the Trust have undrawn bank facilities available for operating activities
of $130.0 million (2014: $205.0 million) (see note 14). In addition, the Group may issue up to $1,526.7 million
(2014: $1,456.7 million) notes under its $2.0 billion unsecured Multicurrency Medium Term Note Programme
(see note 14).
158
The following are the expected contractual undiscounted cash outflows of financial liabilities, including estimated
interest payments/components and excluding the impact of netting agreements:
Cash flows
Carrying
amount
$000
Contractual
cash flows
$000
Within
1 year
$000
Within
2 to 5
years
$000
More
than
5 years
$000
Group
31 December 2015
Non-derivative financial liabilities
Medium Term Notes
436,599
508,491
6,734
173,669
328,088
SGD floating rate term loans
and revolving credit facilities
647,024
710,551
15,450
695,101
Convertible bonds
171,281
186,807
4,375
182,432
Security deposits
40,459 40,459 8,611
30,731 1,117
1,332,626 1,483,571
72,433 1,081,933 329,205
Derivative financial instruments
Interest rate swaps (net-settled)
(1,726)
(2,136)
(2,136)
-
Outflow
374,923 9,545 182,034 183,344
-
(Inflow)
(334,232) (2,284) (155,869) (176,079)
18,382
38,555
1,351,008
1,522,126
5,125
26,165
7,265
77,558 1,108,098
336,470
31 December 2014
Non-derivative financial liabilities
Medium Term Notes
499,952 568,871 279,902 161,644 127,325
SGD floating rate term loans
and revolving credit facilities
571,020
618,164
8,792
331,016
278,356
Convertible bonds
169,206
186,807
4,375
182,432
Security deposits
39,737 39,737 11,437 28,264
36
1,327,270 1,460,934 351,861 703,356 405,717
Derivative financial instruments
Interest rate swaps (net-settled)
(1,160)
(1,367)
(329)
(1,038)
- Outflow
259,667
6,495
174,116
79,056
- (Inflow)
(233,190)
(1,855)
(155,684)
(75,651)
39,138
25,110
4,311
17,394
3,405
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Cash flows
Carrying
amount
$000
Trust
Contractual
cash flows
$000
Within
1 year
$000
Within
2 to 5
years
$000
More
than
5 years
$000
31 December 2015
Non-derivative financial liabilities
Medium Term Notes
436,599
508,491
6,734
173,669
328,088
SGD floating rate term loans
and revolving credit facilities
647,024
710,551
15,450
695,101
Convertible bonds
171,281
186,807
4,375
182,432
Security deposits
40,459 40,459 8,611
30,731 1,117
1,495,263 1,646,208 235,070 1,081,933 329,205
Derivative financial instruments
Interest rate swaps (net-settled)
(1,726)
(2,136)
(2,136)
-
Outflow
374,923 9,545 182,034 183,344
-
(Inflow)
(334,232) (2,284) (155,869) (176,079)
18,382
38,555
1,513,645
1,684,763
5,125
26,165
7,265
240,195 1,108,098
336,470
31 December 2014
Non-derivative financial liabilities
Medium Term Notes
499,952 568,871 279,902 161,644 127,325
SGD floating rate term loans
and revolving credit facilities
571,020
618,164
8,792
331,016
278,356
Convertible bonds
169,206
186,807
4,375
182,432
Security deposits
34,386 34,386 10,876 23,474
36
1,313,979 1,447,643 343,360 698,566 405,717
Derivative financial instruments
Interest rate swaps (net-settled)
(1,160)
(1,367)
(329)
(1,038)
- Outflow
259,667
6,495
174,116
79,056
- (Inflow)
(233,190)
(1,855)
(155,684)
(75,651)
39,138
25,110
4,311
17,394
3,405
160
Market risk is the risk that changes in market prices, such as interest rates, foreign exchange rates and equity
prices which will affect the Groups total return or the value of its holdings of financial instruments. The objective
of market risk management is to manage and control market risk exposures within acceptable parameters,
while optimising the return on risk.
Foreign currency risk
Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate
because of changes in foreign exchange rates.
Exposure to foreign currency risk
The Group is exposed to foreign currency risk on interest-bearing borrowings that were denominated in a
currency other than the functional currency of the Group. The currency giving rise to this risk is the Japanese
Yen (JPY). The Group hedges this risk by entering into cross currency swaps with notional contract amounts
totalling JPY24.9 billion (2014: JPY16.3 billion). The cross currency swaps mature on the same date that the
interest-bearing borrowings are due for repayment and are designated as a cash flow hedge. Total fair value
of cross currency swaps as at 31 December 2015 for the Group and the Trust was $20.1 million (2014: $40.3
million) and it represented 0.38% (2014: 0.78%) of the net assets of the Group and 0.42% (2014: 0.86%) of
the Trust.
The Groups and Trusts exposures to foreign currency based on notional amounts are as follows:
Japanese Yen
2015
2014
$000
$000
Group and Trust
Interest-bearing liabilities
286,599
179,952
Sensitivity analysis
A 10% strengthening of Japanese Yen against Singapore Dollar at the reporting date would increase the
Unitholders Funds by the amounts shown below. This analysis assumes that all other variables, in particular
interest rates, remain constant. The analysis is performed on the same basis for 2014.
Unitholders funds
$000
1,454
31 December 2014
Japanese Yen (10% strengthening)
1,488
A 10% weakening of Japanese Yen against Singapore Dollar at 31 December would have had the equal but
opposite effect on Japanese Yen to the amounts shown above, on the basis that all other variables remain
constant.
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The Groups exposure to changes in interest rates relates primarily to interest-bearing financial liabilities.
Interest rate risk is managed on an ongoing basis with the primary objective of limiting the extent to which
net interest expense could be affected by adverse movements in interest rates.
Interest rate swaps with a total notional amount of $480.0 million (2014: $360.0 million) by the Trust have
been entered into at the reporting date. The swaps are being used to hedge the exposure to varying cash
flows due to changes in interest rates.
The fair value of interest rate swaps as at 31 December 2015 for the Group and Trust was $1.7 million
(2014: $1.2 million). Interest rate swaps represented 0.033% (2014: 0.023%) of the net assets of the Group
and 0.036% (2014: 0.025%) for the Trust.
Sensitivity analysis
In managing the interest rate risk, the Manager aims to reduce the impact of short-term fluctuations on the
Groups total return before income tax.
A change of 100 basis points (bp) in interest rate at the reporting date would increase/(decrease)
the Statement of Total Return and Unitholders Funds by the amounts shown below. This analysis assumes
that all other variables, in particular foreign currency rates, remain constant.
Statement of total return
100 bp
100 bp
increase
decrease
$000
$000
Unitholders funds
100 bp
100 bp
increase
decrease
$000
$000
(8,215)
4,800
1,715
6,632
(4,800)
(132)
1,204
516
(1,209)
(34)
(1,700)
1,700
1,720
(1,243)
(6,446)
3,600
696
2,645
(1,399)
(77)
892
174
(346)
(19)
(2,150)
1,169
1,066
(365)
162
The Groups exposures to changes in equity price relates to available-for-sale investment in a quoted security
listed in Malaysia.
Sensitivity analysis
As at 31 December 2015, if the price for the equity security increased by 5% with all other variables being
held constant, the increase in Unitholders Funds would be $2.1 million (2014: Not applicable). A similar 5%
decrease in the prices would have an equal but opposite effect.
Accounting classification and fair values
Note
Fair value
hedging
instruments
$000
Loans
and
receivables
$000
Availablefor-sale
$000
Other
financial
liabilities
$000
Total
carrying
amount
$000
Group
31 December 2015
Available-for-sale
quoted investment
Trade and other receivables
Cash and cash equivalents
Financial derivatives
10
41,621
41,621
11
41,213
41,213
12
81,212
81,212
15
7,337
7,337
7,337 122,425
41,621
171,383
Trade and other payables
13
(37,263)
(37,263)
Security deposits
(40,459)
(40,459)
Interest-bearing liabilities
14
(1,083,623)
(1,083,623)
Financial derivatives 15
(25,719)
(25,719)
Convertible bonds
16
(171,281)
(171,281)
(25,719)
(1,332,626) (1,358,345)
31 December 2014
Trade and other receivables
11
37,180
37,180
Cash and cash equivalents
12
101,085
101,085
Financial derivatives 15
1,160
1,160
1,160 138,265
139,425
Trade and other payables
13
(47,355)
(47,355)
Security deposits
(39,737)
(39,737)
Interest-bearing liabilities
14
(1,070,972)
(1,070,972)
Financial derivatives 15
(40,298)
(40,298)
Convertible bonds
16
(169,206)
(169,206)
(40,298)
(1,327,270) (1,367,568)
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Note
Trust
Fair value
hedging
instruments
$000
Loans
and
receivables
$000
Availablefor-sale
$000
Other
financial
liabilities
$000
Total
carrying
amount
$000
31 December 2015
Available-for-sale
quoted investment
Trade and other receivables
Cash and cash equivalents
Financial derivatives
10
41,621
41,621
11
41,124
41,124
12
67,151
67,151
15
7,337
7,337
7,337 108,275
41,621
157,233
Trade and other payables
13
(199,900)
(199,900)
Security deposits
(40,459)
(40,459)
Interest-bearing liabilities
14
(1,083,623)
(1,083,623)
Financial derivatives 15
(25,719)
(25,719)
Convertible bonds
16
(171,281)
(171,281)
(25,719)
(1,495,263) (1,520,982)
31 December 2014
Trade and other receivables
11
36,412
36,412
Cash and cash equivalents
12
76,719
76,719
Financial derivatives 15
1,160
1,160
1,160 113,131
114,291
Trade and other payables
13
(39,415)
(39,415)
Security deposits
(34,386)
(34,386)
Interest-bearing liabilities
14
(1,070,972)
(1,070,972)
Financial derivatives 15
(40,298)
(40,298)
Convertible bonds
16
(169,206)
(169,206)
(40,298)
(1,313,979) (1,354,277)
164
The following summarises the significant methods and assumptions used in estimating the fair values of
financial instruments of the Group and the Trust.
(i) Derivatives
The fair value of interest rate swaps is the estimated amount that would be received or paid to terminate
the swaps at the reporting date, taking into account current interest rates and the current creditworthiness
of the swap counterparties.
Fair values of interest rate swaps and cross currency swaps are obtained based on quotes provided by
the financial institution at the reporting date.
(ii)
The fair value of quoted securities is their quoted bid price at the balance sheet date. The carrying
amounts of financial assets and liabilities with a maturity of less than one year (including trade and other
receivables, cash and cash equivalents and trade and other payables) are assumed to approximate their
fair values because of the short period to maturity. All other financial assets and liabilities are discounted
to determine their fair value.
Where discounted cash flow techniques are used, estimated future cash flows are based on managements
best estimates and the discount rate is a market-related rate for a similar instrument in the statement
of financial position.
Interest rates used in determining fair values
The interest rates used to discount estimated cash flows, where applicable, is computed from the market
rates as follows:
Group and Trust
2015
2014
%
%
Security deposits
Interest-bearing borrowings
The table below analyses assets and liabilities carried at fair value. The different levels have been defined
as follows:
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or
liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
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Level 1
$000
Level 2
$000
Level 3
$000
Total
$000
Group
31 December 2015
Financial assets measured at fair value
Available-for-sale quoted investment
41,621
41,621
Investment properties
4,961,700 4,961,700
Interest rate swaps
7,337
7,337
41,621
7,337 4,961,700 5,010,658
Financial liability measured at fair value
Cross currency swaps
25,719
25,719
31 December 2014
Financial assets measured at fair value
Investment properties
4,882,400 4,882,400
Interest rate swaps
1,160
1,160
1,160 4,882,400 4,883,560
Financial liability measured at fair value
Cross currency swaps
40,298
40,298
Trust
31 December 2015
Financial assets measured at fair value
Available-for-sale quoted investment
41,621
41,621
Investment properties
4,961,700 4,961,700
Interest rate swaps
7,337
7,337
41,621
7,337 4,961,700 5,010,658
Financial liability measured at fair value
Cross currency swaps
25,719
25,719
31 December 2014
Financial assets measured at fair value
Investment properties
4,451,400 4,451,400
Interest rate swaps
1,160
1,160
1,160 4,451,400 4,452,560
Financial liability measured at fair value
Cross currency swap
40,298
40,298
166
Level 1
$000
Level 2
$000
Level 3
$000
Total
$000
Group
31 December 2015
Financial liabilities not measured at fair value
Non-current portion of security deposits
30,156
30,156
Interest-bearing liabilities
1,101,022
1,101,022
Convertible bonds
183,276
183,276
183,276 1,101,022
30,156 1,314,454
31 December 2014
Financial liabilities not measured at fair value
Non-current portion of security deposits
27,401
27,401
Interest-bearing liabilities
1,061,396
1,061,396
Convertible bonds
198,742
198,742
198,742 1,061,396
27,401 1,287,539
Trust
31 December 2015
Financial liabilities not measured at fair value
Non-current portion of security deposits
30,156
30,156
Interest-bearing liabilities
1,101,022
1,101,022
Convertible bonds
183,276
183,276
183,276 1,101,022
30,156 1,314,454
31 December 2014
Financial liabilities not measured at fair value
Non-current portion of security deposits
22,635
22,635
Interest-bearing liabilities
1,061,396
1,061,396
Convertible bonds
198,742
198,742
1
198,742 1,061,396
22,635 1,282,773
Excludes financial assets and financial liabilities whose carrying amounts measured on the amortised cost basis approximate their fair
values due to their short-term nature and where the effect of discounting is immaterial.
The entitys policy is to recognise transfers out of Level 3 as of the end of the reporting period during which
the transfer has occurred. There were no transfers between levels during the year.
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The reconciliation from the beginning balances to the ending balances for fair value measurements in
Level 3 of the fair value hierarchy for investment properties is set out in note 5.
The following table shows the significant unobservable inputs used in the measurement of fair value of
investment properties:
Valuation techniques
Significant
unobservable
inputs
Range
Inter-relationship
between key
unobservable
inputs and fair value
measurement
Discount rate
7.25%1
(2014: 7.50%)
Capitalisation of income
approach
Capitalisation rate
3.75% - 4.25%1
(2014: 3.75% - 4.25%)
Excludes Bugis Village and Golden Shoe Car Park discount rate range of 8.75% to 13.00% (2014: 9.00% to 13.00%) and capitalisation
rate range of 6.50% to 13.00% (2014: 6.50% to 13.00%).
Discount rate, based on the risk-free rate for 10-year bonds issued by the Singapore Government,
adjusted for a risk premium to reflect the risk of investing in the asset class.
Capitalisation rate, based on investment property yields derived from comparable sales transactions,
taking into consideration the qualities of the respective properties.
168
30 Related parties
For the purposes of these financial statements, parties are considered to be related to the Group if the
Group has the ability, directly or indirectly, to control the party or exercise significant influence over the party
in making financial and operating decisions, or vice versa, or where the Group and the party are subject to
common significant influence. Related parties may be individuals or other entities. The Manager (CapitaLand
Commercial Trust Management Limited) and Property Manager (CapitaLand Commercial Management Pte.
Ltd.) are indirect wholly owned subsidiaries of a substantial Unitholder of the Trust.
In the normal course of the operations of the Group, the asset management fees and the Trustees fees have
been paid or are payable to the Manager and Trustee respectively.
During the financial year, other than those disclosed elsewhere in the financial statements, there were significant
related party transactions, which were carried out in the normal course of business as follows:
Group
Trust
2015
$000
2014
$000
2015
$000
2014
$000
43
40
14,438
3,666
13,573
3,517
14,438
3,666
6,111
11,396
13,573
3,517
12,324
11,319
3,406
2,686
3,362
2,308
532
328
513
289
8,436
14,099
8,436
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31 Operating segments
For the purpose of the assessment of segment performance, the Groups CODMs have focused on main
business segments: Capital Tower, Six Battery Road, One George Street, Other office buildings and Car park
and other buildings. This forms the basis of identifying the operating segments of the Group under FRS 108
Operating Segments.
This primary format is based on the Groups management and internal reporting structure for the purpose of
allocating resources and assessing performance by the Groups CODMs.
Segment property income represents income generated from its tenants. Segment property income represents
the income earned by each segment after allocating property operating expenses. This is the measure reported
to the Groups CODMs for the purpose of assessment of segment performance.
For the purpose of monitoring segment performance, the Groups CODMs monitor the non-financial assets
as well as financial assets attributable to each segment.
Segment results, assets and liabilities include terms directly attributable to a segment as well as those that
can be allocated on a reasonable basis. Unallocated items comprise mainly income-earning assets and
revenue, interest-bearing borrowings and expenses, related assets and expenses. Segment capital expenditure
is the total cost incurred during the year to acquire segment assets that are expected to be used for more
than one year. Information regarding the Groups reportable segments is presented in the tables below.
Amounts reported for the prior year have been represented to conform to the requirements of FRS 108.
Reportable segments
Capital Tower, Six Battery Road, HSBC Building, One George Street,
Twenty Anson
170
Group
31 December 2015
Capital
Tower
$000
Six
Battery
Road
$000
One
George
Street
$000
Other
office
buildings
$000
Total
office
buildings
$000
Car park
and
All
other
buildings segments
$000
$000
Gross revenue
70,469 68,709 52,024 42,586
233,788 39,431
273,219
Segment net property income
52,108
53,666
40,636
37,543 183,953
28,799 212,752
Interest income
3,979
Finance costs
(36,032)
Unallocated expenses
(37,052)
Share of profit of associate (net of tax)
1,820
Share of profit of joint ventures (net of tax)
95,510
Other material non-cash item:
- Net increase in fair value of investment properties
66,452
Consolidated return for the year before tax
307,429
Tax expense
(149)
Consolidated return for the year after tax
307,280
Segment assets and liabilities
Reportable segment assets 1,322,452 1,360,280 1,011,351 884,532 4,578,615 395,804 4,974,419
Available-for-sale quoted investment
41,621
Investment in joint ventures
1,452,447
Unallocated assets
124,058
Total assets
6,592,545
Reportable segment liabilities 10,222 19,875 15,532 11,482 57,111 10,051 67,162
Unallocated liabilities
1,291,247
Total liabilities
1,358,409
Other segmental information
Depreciation and amortisation 475 230 535 183
1,423 118
1,541
Capital expenditure
10,084
1,113 708 633
12,538 310
12,848
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Group
31 December 2014
Capital
Tower
$000
Six
Battery
Road
$000
One
George
Street
$000
Other
office
buildings
$000
Total
office
buildings
$000
Car park
and
All
other
buildings segments
$000
$000
Gross revenue
66,615 64,959 50,230 42,767
224,571 38,037
262,608
Segment net property income 48,748 51,376 39,581 37,535
177,240 28,009
205,249
Interest income
3,732
Finance costs
(36,434)
Unallocated expenses
(22,238)
Share of profit of associate (net of tax)
4,745
Share of profit of joint ventures (net of tax) 212,612
Other material non-cash item:
- Net increase in fair value of investment properties
81,219
Consolidated return for the year before tax
448,885
Tax expense
(3)
Consolidated return for the year after tax
448,882
Segment assets and liabilities
Reportable segment assets 1,317,261 1,334,432 981,438 905,814 4,538,945 389,839 4,928,784
Investment in associate
63,899
Investment in joint ventures
1,427,895
Unallocated assets
100,481
Total assets
6,521,059
Reportable segment liabilities 14,753 23,538 15,659 13,712 67,662 10,429 78,091
Unallocated liabilities
1,289,480
Total liabilities
1,367,571
Other segmental information
Depreciation and amortisation
(1,174) 275 580 183 (136) 136
Capital expenditure
24,578
4,625
208
2,003
31,414
767
32,181
172
The Groups operations are all in Singapore. In 2014, the Groups operations are all in Singapore except for its
associate, whose operations are in Malaysia. The investment in the associate was reclassified to an investment
in available-for-sale due to a reduction in interest in 2015.
In presenting information on the basis of geographical segments, segment revenue and assets of the Group
is based on the geographical location of the properties.
Revenue
$000
31 December 2015
Singapore
Non-current
assets
$000
273,219 6,424,446
41,621
262,608 6,317,730
63,899
Major customers
Revenue from two major customers of the Group approximates $41,028,000 (2014: $39,296,000) and was
attributable to tenants in HSBC Building and Capital Tower (2014: HSBC Building and Capital Tower).
32 Commitments
Group
2015
$000
Trust
2014
$000
2015
$000
2014
$000
23,478
The Group and the Trust lease out their investment properties. Non-cancellable operating lease rentals are
receivable as follows:
Group
2015
$000
Trust
2014
$000
2015
$000
2014
$000
Within 1 year
After 1 year but within 5 years
After 5 years
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33 Financial ratios
Group
Note
2015
%
2014
%
0.15
0.33
Note A : The annualised ratios are computed in accordance with the guidelines of Investment Management
Association of Singapore. The expenses used in the computation relate to expenses of the Group,
excluding property operating expenses, borrowing cost and income tax expense.
Note B : The annualised ratio is computed based on the lesser of purchases or sales of underlying investment
properties of the Group expressed as a percentage of weighted average net asset value.
174
Additional Information
Interested Person (as defined in the Listing Manual) and Interested Party (as defined in the Property
Funds Appendix) Transactions
The transactions entered into with interested persons during the financial year, which falls under the Listing Manual
and Property Funds Appendix (excluding transactions of less than S$100,000 each), are as follows:
Aggregate value
(excluding transactions
of less than S$100,000
each and transactions
conducted under
unitholders mandate
pursuant to Rule 920)
S$000
50,426
Temasek Holdings (Private) Limited and its associates
- Rental and service charge income
1,930
- Provision of security system
657
- Provision of refuse removal services
1,098
3,685
HSBC Institutional Trust Services (Singapore) Limited
- Trustees fee
880
880
Save as disclosed above, there were no additional related party transactions (excluding transaction of less than
S$100,000 each) entered into during the financial year under review.
CCT is deemed to have obtained Unitholders approval on 12 April 2004 through the approval of the shareholders
of CapitaLand Limited (as outlined in the Introductory Document dated 16 March 2004) in relation to payments for
the asset management fees, payments for acquisition and divestment fees, payments of property management
fees, reimbursements and leasing commissions to the property manager in respect of payroll and related expenses
as well as payments of the Trustees fees, which are therefore not subject to Rules 905 and 906 of the SGX-STs
Listing Manual. Such payments are not to be included in the aggregate value of total related party transactions as
governed by Rules 905 and 906 of the SGX-ST Listing Manual.
Please also see Related Parties on Note 30 in the financial statements.
According to disclosure requirements under paragraph 11, item (i) of the Appendix 6 to Code of Collective Investment
Scheme, the total operating expenses incurred by CCT and its respective proportionate interests in joint ventures
(being RCS Trust and MSO Trust) in FY 2015 was S$132.7 million. This translates to 2.5% of the property funds
net asset value as at 31 December 2015. Taxation incurred was S$149,000.
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Additional Information
For the financial year ended 31 December 2015, an aggregate of 8,082,009 Units were issued and subscribed for.
As at 31 December 2015, 2,952,931,319 Units were in issue and outstanding.
Asset Management Fees Paid in Units
A summary of Units issued for payment of the asset management fees (part payment) during or in respect of the
financial year are as follows:
For Period
Issue Date
Total Value
S$000
12,711
Based on the volume weighted average traded price for a Unit for all trades on the SGX-ST in the ordinary course of trading on the SGX-ST for
the last ten business days of the relevant period in which the management fees accrued.
176
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178
Additional Information
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Statistics of Unitholdings
As at 23 February 2016
No. of
Unitholders
1 - 99
100 - 1,000
1,001 - 10,000
10,001 - 1,000,000
1,000,001 and above
337
7,188
15,139
4,954
33
Total
27,651
No. of
Units
1.2
7,187
26.0
4,493,915
54.8
67,033,488
17.9
210,155,259
0.1 2,673,631,830
100.0
2,955,321,679
%
0.0
0.1
2.3
7.1
90.5
100.0
LOCATION OF UNITHOLDERS
Country
No. of
Unitholders
No. of
Units
Singapore
Malaysia
Others
26,527
95.9 2,944,296,298
99.6
605 2.2 5,608,418 0.2
519
1.9
5,416,963
0.2
Total
27,651
100.0
2,955,321,679
100.0
No. of
Units
640,349,000
511,552,319
357,340,343
350,618,852
185,137,000
164,387,302
153,306,413
118,375,268
70,711,873
18,802,805
14,566,105
12,178,044
10,169,868
6,363,469
6,004,000
5,304,862
5,300,000
5,000,000
4,805,200
4,620,000
%
21.7
17.3
12.1
11.9
6.3
5.6
5.2
4.0
2.4
0.6
0.5
0.4
0.3
0.2
0.2
0.2
0.2
0.2
0.2
0.2
Total
2,644,892,723
89.5
180
Statistics of Unitholdings
As at 23 February 2016
Name of Director
Soo Kok Leng
Lim Ming Yan
Lynette Leong Chin Yee
Dato Mohammed Hussein
Goh Kian Hwee
Wen Khai Meng
Chong Lit Cheong
16,059
199,000
102,000
107,116
18,542
19,839
16,073
Direct Interest
No. of Units
640,349,000
185,137,000
Deemed Interest
No. of Units
%
21.7
6.3
947,792,858 1 32.1
943,861,268 2 31.9
943,861,268 3 31.9
640,349,000 4 21.7
185,137,000 5
6.3
THPL is deemed to have an interest in the unitholdings in which its associated companies have or are deemed to have an interest pursuant to
Section 4 of the Securities and Futures Act, Chapter 289 of Singapore. THPL is wholly owned by the Minister for Finance.
CL is deemed to have an interest in the unitholdings of its indirect wholly owned subsidiaries namely, SBR, E-Pavilion and CapitaLand Commercial
Trust Management Limited (CCTML).
CLS is deemed to have an interest in the unitholdings of its direct wholly owned subsidiary namely, CCTML and its indirect wholly owned
subsidiaries namely, SBR and E-Pavilion.
COI is deemed to have an interest in the unitholding of its direct wholly owned subsidiary namely, SBR.
CIPL is deemed to have an interest in the unitholding of its direct wholly owned subsidiary namely, E-Pavilion.
FREE FLOAT
Based on the information available to the Manager, as at 23 February 2016, approximately 67% of the Units were
held in the hands of the public. Rule 723 of the Listing Manual of the SGX-ST has accordingly been complied with.
Corporate Information
CAPITALAND COMMERCIAL
TRUST
REGISTERED ADDRESS
HSBC Institutional Trust Services
(Singapore) Limited
21 Collyer Quay
#13-02 HSBC Building
Singapore 049320
Email: [email protected]
Website: www.cct.com.sg
TRUSTEE
HSBC Institutional Trust Services
(Singapore) Limited
21 Collyer Quay
#03-01 HSBC Building
Singapore 049320
Tel: +65 6658 6906
Fax: +65 6534 5526
AUDITOR
KPMG LLP
Public Accountants and Chartered
Accountants
16 Raffles Quay
#22-00 Hong Leong Building
Singapore 048581
Tel: +65 6213 3388
Fax: +65 6225 0984
Partner-in-charge: Mr Lau Kam Yuen
(With effect from financial year ended
31 December 2014)
UNIT REGISTRAR
Boardroom Corporate &
Advisory Services Pte. Ltd.
50 Raffles Place
#32-01 Singapore Land Tower
Singapore 048623
Tel: +65 6536 5355
Fax: +65 6536 1360
For updates or change of mailing
address, please contact:
The Central Depository (Pte) Limited
9 North Buona Vista Drive
#01-19/20 The Metropolis
Singapore 138588
Tel: +65 6535 7511
Fax: +65 6535 0775
Email: [email protected]
Website: https://www1.cdp.sgx.com
THE MANAGER
REGISTERED ADDRESS
CapitaLand Commercial Trust
Management Limited
168 Robinson Road
#30-01 Capital Tower
Singapore 068912
Tel: +65 6713 2888
Fax: +65 6713 2999
Email: [email protected]
Website: www.cct.com.sg
BOARD OF DIRECTORS
Soo Kok Leng
Chairman & Non-Executive Independent
Director
Lim Ming Yan
Deputy Chairman & Non-Executive
Non-Independent Director
Lynette Leong Chin Yee
Chief Executive Officer &
Executive Non-Independent Director
Dato Mohammed Hussein
Non-Executive Independent Director
Lam Yi Young
Non-Executive Independent Director
Goh Kian Hwee
Non-Executive Independent Director
Wen Khai Meng
Non-Executive Non-Independent
Director
EXECUTIVE COMMITTEE
Lim Ming Yan
Chairman
Lynette Leong Chin Yee
Wen Khai Meng
Chong Lit Cheong
ASSISTANT COMPANY SECRETARY
Honey Vaswani
This Annual Report to Unitholders may contain forward-looking statements. Forward-looking statement is subject to inherent uncertainties and is based on numerous
assumptions. Actual performance, outcomes and results may differ materially from those expressed in forward-looking statements. Representative examples of factors
which may cause the actual performance, outcomes and results to differ materially from those in the forward-looking statements include (without limitation) changes
in general industry and economic conditions, interest rate trends, cost of capital and capital availability, availability of real estate investment opportunities, competition
from other companies, shifts in customers demands, changes in operating conditions, including employee wages, benefits and training, governmental and public policy
changes and the continued availability of financing in the amounts and the terms necessary to support future business. You are cautioned not to place undue reliance
on these forward-looking statements, which are based on the current views of management on future events.
All rights are reserved.