Positioning for the Future | 29
The non-executive Directors have provided declarations of their independence which were deliberated upon by the
NC and the Board. On the basis set out above and on the basis of the declarations of independence provided by
the Directors, Mr Lim Ming Yan, the Company’s P&GCEO, is the only non-independent Director. All other members
of the Board are considered to be independent Directors.
The Board has examined the different relationships identimed by the Code that might impair the Directors’ independence
and objectivity. In particular, the Board noted that Mr Ng Kee Choe and Tan Sri Amirsham served on the board of
CapitaMalls Asia Limited (CMA) (a subsidiary of the Company) as, respectively, its independent chairman and director
until its delisting on 22 July 2014. Mr Peter Seah and Ms Euleen Goh are, respectively, the chairman of the board of
directors and director of DBS Bank and Mr James Koh is a director of United Overseas Bank (UOB). Each of Mr Ng,
Mr Seah and Mr Stephen Lee served as member of Temasek Advisory Panel during FY 2014 until 31 December 2014.
Mr Kee Teck Koon also held the appointment of corporate advisor at Temasek International Advisors.
The Board considers that the payments made to DBS Bank and UOB and received from CMA are not signimcant
compared with the revenues of the Group, or the overall payments made by the Group to its banks, in FY 2014.
In addition, the services received by the Group from each of DBS Bank and UOB were not material in the context of all
the mnancial advisory and related services that the Group had received from its banks.
The Board has also considered whether each of Mr Ng, Tan Sri Amirsham, Mr Seah, Ms Goh, Mr Koh, Mr Lee and
Mr Kee had demonstrated independence of character and judgement in the discharge of his or her responsibilities as a
Director of the Company, and is satismed that each of Mr Ng, Tan Sri Amirsham, Mr Seah, Ms Goh, Mr Koh, Mr Lee and
Mr Kee has acted with independent judgement. Each of them has also recused himself or herself from any transactions
that might give rise to the connict of interest. The Board therefore considers that the relationships and circumstances
set out above do not affect their ability and willingness to act independently.
Mr Seah has served on the Board for more than 13 years and Mr Koh more than nine years and the Code recommends
that the independence of any director who has served beyond nine years be subject to rigorous review. The Board
has determined that each of Mr Seah and Mr Koh has continued to demonstrate strong independence in character
and judgement in the manner in which he has discharged his responsibilities as a Director of the Company. Each of
them has continued to express his individual viewpoints, debated issues and objectively scrutinised and challenged
Management. Each of them has sought clarimcation and amplimcation as he considered necessary, including through
direct access to the Group’s employees and external advisors.
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concentration of power.
Tomaintain 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 P&GCEO are held by separate individuals.
The non-executive independent Chairman, Mr Ng Kee Choe, is responsible for leading the Board and ensuring that
the Board is effective on all aspects of its role. The P&GCEO, Mr Lim Ming Yan, has full executive responsibilities
over the business directions and operational decisions of the Group and is responsible for implementing the Group’s
strategies and policies and for conducting the Group’s business. The Chairman and the P&GCEO are not immediate
family members. The separation of the roles of the Chairman and the P&GCEO and the resulting clarity of roles provide
a healthy professional relationship between the Board and Management and facilitate robust deliberations on the
Group’s business activities and the exchange of ideas and views to help shape the strategic process.
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 P&GCEO and promoting constructive engagement among the Directors as well as between the Board and the
P&GCEO on strategic issues.
The Chairman plays a signimcant leadership role by providing clear oversight, advice and guidance to the P&GCEO
and Management on strategies and business operations. )e also engages with other members of the senior
leadership regularly.
Corporate Governance & Transparency
