30 | CapitaLand Limited Annual Report 2014
Corporate Governance Report
The scope and extent of the Chairman and the Board’s responsibilities have been expanding due to the increased
focus on corporate governance and risk management and rising expectations that board chairmen have a good
understanding about their companies and the markets in which they compete. Given the increased demands on the
Board and the Chairman, the Chairman in particular has spent and continues to spend time in the Company and is
actively involved in leading the Board and engaging with and guiding Management in strategic issues and providing
support and advice to the P&GCEO.
Board Membership
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Board.
The Board has established the NC which makes recommendations to the Board on all appointments to the Board and
Board Committees. The NC seeks to ensure that the Board and Board Committees in the Group comprise individuals
who are best able to discharge their responsibilities as Directors or, as the case may be, Board Committee members,
having regard to the skills required and the skills represented on the Board or the relevant Board Committee.
All the NC members, including the Chairman of the NC, are non-executive independent Directors.
In performing its role, the NC is guided by its Terms of Reference, in particular, the NC
(a) recommends candidates for appointments to the Company’s Board and Board Committees;
(b) makes recommendations to the Board on the succession plans for Directors and the appointment of and succession
plans for the P&GCEO;
(c) reviews and recommends the development of a process for evaluation of the performance of the Board,
Board Committees and Directors;
(d) reviews and recommends the training and professional development programmes for the Board;
(e) considers annually, and as and when circumstances require, if a Director is independent, and provides its views to
the Board for consideration; and
(f) reviews and decides if a Director is able to and has been adequately carrying out his duties as a Director,
taking into consideration the Director’s number of listed company board representations and other principal
commitments.
The NC carries out a proactive review of the Board composition at least annually as well as on each occasion that
an existing non-executive Director gives notice of his intention to retire or resign. This is to assess the collective
skills of non-executive Directors represented on the Board to determine whether the Board, as a whole, has the
skills required to achieve the Group’s strategic and operational objectives. The outcome of that assessment will be
reported to the Board. In carrying out this review, the NC will take into account that the Board composition should
renect balance in matters such as skill representation, tenure, experience, age spread and diversity (including gender
diversity). The NC identimes suitable candidates for appointment to the Board having regard to the skills required
and the skills represented on the Board. External consultants may be used from time to time to access a wide
base of potential non-executive Directors. Those considered will be assessed against a range of criteria including
background, experience, professional skills and personal qualities. The NC and the Board will also consider whether
a candidate’s skills and experience will complement the existing Board and whether the candidate has sufmcient
time available to commit to his responsibilities as a Director.
The Company believes that Board renewal is a necessary and continual process, for good governance and maintaining
relevance to the changing needs of the Group’s business. The Board has established the guideline that a non-executive
Director will serve a maximum of two three-year terms and thereafter by exception on the recommendation of the NC.
Renewal or replacement of Board members do not necessarily renect their contributions to date, but may be driven by
the need to position and shape the Board in line with the evolving needs of the Company and its business.
Corporate Governance & Transparency
