36 | CapitaLand Limited Annual Report 2014
Corporate Governance Report
The remuneration of the Chief Executive Ofmcers of the Company’s unlisted subsidiaries is not disclosed as the
Company believes such disclosure would be disadvantageous to the Group’s business interests given the highly
competitive conditions in the real estate industry where poaching of executives is commonplace.
The details of the remuneration for the P&GCEO are provided in the Directors’ Remuneration section on
pages 46 to 47 of this Report. The details of the remuneration of other key management personnel in bands of
S$250,000 and a breakdown in percentage terms are provided in the Key Management Personnel’s Remuneration
section on page 48 of this Report.
The ERCC seeks to ensure that remuneration paid to the P&GCEO and key management personnel is strongly linked
to the achievement of business and individual performance targets. The performance targets endorsed by the ERCC
and approved by the Board are set at realistic yet stretched levels each year to motivate a high degree of business
performance with emphasis on both short- and longer-term quantimable objectives. A pay-for-performance alignment
study was conducted by the appointed independent remuneration consultant and reviewed by the ERCC; the mndings
indicate that there has been adequate pay-for-performance alignment for the Group in both absolute and relative terms
against a peer group of large listed companies over a multi-year period.
For FY 2014, there was no termination, retirement or post-employment benemts granted to Directors, the P&GCEO
and key management personnel. There was also no special retirement plan, Agolden parachute’ or special severance
package for the key management personnel.
There were no employees of the Company and its subsidiaries who were immediate family members of a Director
or the P&GCEO during FY 2014. iImmediate family memberw refers to the spouse, child, adopted child, step-child,
sibling or parent.
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Non-executive Directors have remuneration packages consisting of Directors’ fees and attendance fees. The Directors’
compensation policy is based on a scale of fees divided into basic retainer fees as Director and additional fees for
attendance and serving on Board Committees.
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 ERCC, with the
Chairman abstaining from both the Board 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 comparable listed companies in Singapore that have independent chairmen with
similar roles and responsibilities.
Corporate Governance & Transparency
