Positioning for the Future | 229
Appendix
Notice of Annual General Meeting
EXPLANATORY NOTES:
1. Ordinary Resolution 3
If approved, the aggregate amount of Directors’ fees of S$2,472,590 will be paid as to S$1,847,564.90 in cash,
and S$625,025.10 in the form of share awards under the CapitaLand Restricted Share Plan 2010 (the “Restricted
Share Plan”) with any residual balance to be paid in cash.
The remuneration framework for the non-executive Directors remains unchanged from that for the year ended
31 December 2013 except for the fees payable to the Chairman who will receive an all-inclusive fee of S$750,000.
There will be no separate board retainer fee, committee fee or attendance fee for the Chairman. In arriving at the
proposed fee of S$750,000 for the Chairman, the Board (at the recommendation of the Executive Resource and
Compensation Committee (“ERCC”), the Chairman abstaining from both the Board’s and the ERCC’s deliberations,
respectively) took into account
(a) the proactive and signimcant leadership role played by the Chairman on the Board, and in providing clear
oversight and guidance to Management;
(b) the increased amount of time the Chairman spends on the Company’s matters, including input and guidance on
strategic issues and corporate governance as well as supporting Management in maintaining communications
with stakeholders;
(c) the familiarity which the Chairman has with Management, the top executives and their work and development;
and
(d) the directors’ fee structure in other large listed companies in Singapore that have independent chairmen
with comparable roles and responsibilities.
Please refer to the Corporate Governance Report of the Company’s Annual Report 2014 for additional information
on the role of the Chairman.
Directors’ fees of the non-executive Directors will be paid as to about seventy per cent. (70%) in cash and
about thirty per cent. (30%) in the form of share awards under the Restricted Share Plan, save in the case of Mr
Peter Seah Lim Huat (who is retiring from the Board at the conclusion of the AGM), and Mrs Arfat Pannir Selvam
and Prof Kenneth Stuart Courtis (who have retired from the Board on 25 April 2014) who will receive all of their
Directors’ fees in cash. The actual number of shares to be awarded will be based on the volume-weighted average
price of a share of the Company on the SGX-ST over the 14 trading days from (and including) the ex-dividend
date following the AGM. The actual number of shares to be awarded will be rounded down to the nearest share,
and any residual balance settled in cash. The awards will consist of the grant of fully paid shares, with no
performance conditions attached and no vesting periods imposed although a share retention policy applies.
The Directors’ fees will only be paid upon approval by the shareholders at the AGM.
2. Ordinary Resolutions 4(a) and 4(b)
Mr Ng Kee Choe will, upon re-appointment, continue to serve as Chairman of the Board, the ERCC and the
Investment Committee respectively and a Member of the Finance and Budget Committee and the Nominating
Committee respectively.
Mr John Powell Morschel will, upon re-appointment, continue to serve as a Member of the Investment Committee
and the Nominating Committee respectively.
Mr Ng and Mr Morschel are considered as independent Directors. Please refer to the “Board of Directors” section
of the Company’s Annual Report 2014 for information on the current directorships in other listed companies and
other principal commitments of Mr Ng and Mr Morschel, respectively.
