42 | CapitaLand Limited Annual Report 2014
Corporate Governance Report
The Board has established the CDC and a majority of the members, including the Chairman, are non-executive
independent Directors. The CDC assists the Board in the discharge of its function to meet the legal and regulatory
obligations arising under the laws and regulations of Singapore relating to best practices in the corporate disclosure
and compliance process.
More information on the Company’s investor and media relations with shareholders can be found in the Investor &
Media Relations section on pages 52 to 53 of this Annual Report.
The Company has a policy on the payment of dividends. Barring unforeseen circumstances, the Company’s policy is
to declare a dividend of at least 30% of the annual promt after tax and non-controlling interests excluding unrealised
revaluation gains or losses as well as impairment charges or write backs.
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The Company supports the principle of encouraging shareholder participation and voting at general meetings.
Shareholders receive the annual report and notice of the AGM and other general meetings (if any). Notices of the AGM
and other general meetings (if any) are also advertised in the press and issued via SG9Net.
At general meetings, shareholders are encouraged to communicate their views on and discuss with the Board
and Management matters affecting the Group. All Directors (including the respective Chairpersons of the Board
Committees), and the external auditors, would usually be present at general meetings.
To safeguard shareholder interests and rights, a separate resolution is proposed for each substantially separate issue at
general meetings. To ensure transparency in the voting process and better renect shareholders’ interest, the Company
conducts electronic poll voting for shareholders/proxies present at the meeting for all the resolutions proposed at the
general meetings. 7otes cast, for or against and the respective percentages, on each resolution will be tallied and
displayed Alive-on-screen’ to shareholders immediately at the general meetings.
The total number of votes cast for or against the resolutions and the respective percentages are also announced
after the general meetings via SG9Net. 7oting in absentia and by email may only be possible following careful study
to ensure that the integrity of information and authentication of the identity of shareholders through the web are not
compromised and legislative changes are effected to recognise electronic voting.
Minutes of the general meetings are taken and are available to shareholders for their inspection upon their request.
Shareholders also have the opportunity to communicate their views and discuss with the Board and Management
matters affecting the Company after the general meetings.
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Apart from the AC, CDC, ERCC, NC and RC, the Company has also set up the IC and the FBC. A majority of the
members of the IC and the FBC, including the Chairman, are non-executive independent Directors.
The IC is guided by its Terms of Reference, in particular, the IC reviews proposals on and, where it considers appropriate,
approves, proposals on investments, divestments, credit proposals, budget variance and award of contracts for
development expenditure, within the authorities/limits approved from time to time by the Board.
The FBC is guided by its Terms of Reference, in particular, the FBC
(a) reviews the Group’s annual budget and mnancial policies. The annual budget, after being endorsed by the FBC,
is subject to approval by the Board;
(b) reviews the Group’s full year forecast and three-year outlook (if any); and
Corporate Governance & Transparency
