Positioning for the Future | 27
Corporate Governance Report
CapitaLand Limited (the Company, and together with its subsidiaries, the Group) aspires to the highest standards of
corporate conduct as guided by the Principles of the Code of Corporate Governance 2012 (the Code). The Company
believes in developing and maintaining sound and transparent policies and practices to meet the specimc business
needs of the Group and provide a mrm foundation for a trusted and respected business enterprise. The Company
remains focused on complying with the substance and spirit of the Principles of the Code while achieving operational
excellence and delivering the Group’s long-term strategic objectives.
The Company has received accolades from the investment community for excellence in corporate governance.
More details can be found in pages 12 to 15.
This report sets out the corporate governance practices for mnancial year 2014 (FY 2014) with reference to the Code.
Where there are deviations from the principles and guidelines of the Code, an explanation has been provided within
this report.
$ %2$5' 0$77(56
7KH %RDUGҋV &RQGXFW RI $IIDLUV
3ULQFLSOH
(YHU\ FRPSDQ\ VKRXOG EH KHDGHG E\ DQ HIIHFWLYH %RDUG WR OHDG DQG FRQWURO WKH FRPSDQ\ 7KH %RDUG LV
FROOHFWLYHO\ UHVSRQVLEOH IRU WKH ORQJ WHUP VXFFHVV RI WKH FRPSDQ\ 7KH %RDUG ZRUNV ZLWK 0DQDJHPHQW WR
DFKLHYH WKLV REMHFWLYH DQG 0DQDJHPHQW UHPDLQV DFFRXQWDEOH WR WKH %RDUG
The Company is led by a Board which, except for the President & Group Chief Executive Ofmcer (P&GCEO) who is
an executive Director, comprises only non-executive independent Directors. 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 the Group. At all times, the Directors are collectively and individually obliged to act honestly and
with diligence, and consider the best interests of the Company.
The Board oversees the affairs of the Company and is collectively responsible for the long-term success of the Company.
The Board appoints the P&GCEO, who, assisted by Management, is responsible for the day-to-day management and
overall operation of the Group’s business.
The Board has adopted a Board Charter setting forth the duties and responsibilities of the Board. These include
approving the Group’s broad policies, strategies and objectives and approving annual budgets, major funding,
including capital management proposals, investment and divestment proposals.
Specimc matters which are reserved for the Board’s approval include
(a) material acquisitions, investments, disposals and divestments;
(b) share issuances, dividends and other returns to shareholders;
(c) approving the targets for and assessing the performance of the P&GCEO and determining the compensation
package for the P&GCEO; and
(d) matters which involve a connict of interest for a substantial shareholder or a Director.
7arious Board Committees, namely Audit Committee (AC), Corporate Disclosure Committee (CDC), Executive Resource
and Compensation Committee (ERCC), Finance and Budget Committee (FBC), Investment Committee (IC),
Nominating Committee (NC) and Risk Committee (RC) have been constituted with clear written Terms of Reference
to assist the Board in the discharge of its functions. The composition of the various Board Committees is set out on
page 44 of this Annual Report.
Each of these Board Committees operates under delegated authority from the Board. 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.
Corporate Governance & Transparency
