28 | CapitaLand Limited Annual Report 2014
Corporate Governance Report
The Board has adopted a set of internal controls which establishes approval limits for capital expenditure, investments
and divestments and debts. Apart from matters that specimcally require the Board’s approval, the Board delegates
authority for transactions below those limits to Board Committees and Management. Approval sub-limits are also
provided at Management levels to optimise operational efmciency.
The Board meets at least once every quarter, and as required by business imperatives. Prior to the start of each Board
meeting, the non-executive Directors meet without the presence of Management. Where exigencies prevent a Director
from attending a Board meeting in person, the Articles of Association (Articles) of the Company permit 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 seven Board meetings were held in FY 2014. This includes an annual offsite meeting with senior
management to strategise and plan the Group’s longer term strategy. A table showing the attendance record of
Directors at Board and Board Committees meetings during FY 2014 is set out on page 45 of this Annual Report.
The Company believes in the manifest contribution of its directors beyond attendance at formal Board and Board
Committees meetings. To judge a director’s contributions based on his attendance at formal meetings alone
would not do justice to his overall contributions, which include being accessible by Management for guidance or
exchange of views outside the formal environment of Board and Board Committees meetings.
The Company provides suitable training for Directors. Upon appointment, each Director is provided with a formal
letter of appointment and will also be given a copy of the Directors’ Manual (which includes information on a broad
range of matters relating to the role of a director). All Directors on appointment will be required to undertake an
induction programme to familiarise themselves with matters relating to the Company’s strategy and business activities.
The Company also provides training for mrst-time directors in areas such as accounting, legal and industry-specimc
knowledge as appropriate.
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.
Board Composition and Guidance
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The Board, through the NC, reviews from time to time the si[e and composition of the Board. The NC seeks to ensure
that the si[e of the Board is appropriate in facilitating effective decision-making taking into account the scope and
nature of the Group’s operations. The NC also aims to maintain a diversity of expertise, skills, experience, gender and
knowledge of the industry and other attributes among the Directors.
The Board comprises individuals who are business leaders and professionals with mnancial, banking, real estate, legal,
investment and accounting backgrounds. The varied backgrounds of the Directors enable Management to benemt
from their external, diverse and objective perspectives on issues brought before the Board. The NC is of the view that
the current composition of the Board provides an appropriate balance and diversity of skills, experience, gender and
knowledge of the industry and that the Directors, as a group, have the necessary core competencies in accounting,
mnance, business, management, industry knowledge and strategic planning. In FY 2014, the Board included two
women, Ms Euleen Goh and Mrs Arfat Selvam. Mrs Selvam retired from the Board at the annual general meeting (AGM)
on 25 April 2014 and did not seek re-election.
The Board presently comprises 11 Directors, out of whom 10 are non-executive independent Directors. Promles of the
Directors are set out on pages 16 to 22 of this Annual Report.
The Board, taking into account the views of the NC, assesses the independence of each Director in accordance
with the guidance in the Code. An independent director is one who has no relationship with the Company, its
related corporations, its shareholders who hold 10% or more of the voting shares of the Company or its ofmcers that
could interfere, or be reasonably perceived to interfere, with the exercise of his independent business judgement.
Corporate Governance & Transparency
