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CapitaLand Limited
Annual Report 2015
Corporate Governance Report
CapitaLand Limited (the Company, and together with its subsidiaries, the Group) aspires to the highest standards of
corporate governance. The Company is committed to ongoing improvement in corporate governance. It has developed
and, on an ongoing basis, maintains sound and transparent policies and practices to meet the specific business needs of
the Group and to provide a firm foundation for a trusted and respected business enterprise. The Company remains focused
on complying with the substance and spirit of the principles of the Code of Corporate Governance 2012 (the Code) while
achieving operational excellence and delivering the Group’s long-term strategic objectives. The Board of Directors (the Board)
is responsible for the Company’s corporate governance standards and policies, underscoring their importance to the Group.
The Company has received accolades from the investment community for excellence in corporate governance. More details
can be found in the Awards & Accolades section on pages 56 to 60 of this Annual Report.
This corporate governance report (Report) sets out the corporate governance practices for the financial year 2015 (FY 2015)
with reference to the Code. Where there are deviations from the principles and guidelines of the Code, an explanation has
been provided within this Report.
(A) BOARD MATTERS
The Board’s Conduct of Affairs
Principle 1:
Every company should be headed by an effective Board to lead and control the company. The Board is
collectively responsible for the long-term success of the company. The Board works with Management to
achieve this objective and Management remains accountable to the Board.
The Board comprises 10 Directors, of which nine are non-executive independent Directors. The President & Group Chief
Executive Officer (P&GCEO), who is an executive Director, is the only non-independent Director. This exceeds the requirements
in the Code.
The Board has diversity of skills and knowledge, educational background, ethnicity and gender. Each Director brings to the
Board skills, experience, insights and sound judgement which, together with his or her strategic networking relationships,
serve to further the interests of the Group. The Board oversees the strategic direction, performance and affairs of the
Company and is collectively responsible for the long-term success of the Company.
The Board appoints the P&GCEO; the P&GCEO is responsible for developing and implementing the Group’s strategic plans
approved by the Board. He is also responsible for developing and managing the Group’s business.
The Board has adopted a Board Charter setting forth the duties and responsibilities of the Board. These include approving
the Group’s broad policies, strategies, objectives, annual budgets, major funding, including capital management proposals,
investments and divestments.
The Board has reserved authority to approve certain matters and these include:
(a) material acquisitions, investments, disposals and divestments;
(b) share issuances, dividends and other returns to shareholders;
(c) approving the targets for and assessing the performance of the P&GCEO and determining the compensation package
for the P&GCEO; and
(d) matters which involve a conflict of interest for a controlling shareholder or a Director.
The Board has established various Board Committees to assist it in the discharge of its functions. These Board Committees are
the Audit Committee (AC), the Executive Resource and Compensation Committee (ERCC), the Finance and Investment Committee
(FIC), the Nominating Committee (NC) and the Risk Committee (RC). The compositions of the various Board Committees are
set out on the inside-back cover of this Annual Report. P&GCEO attends all Board Committee meetings on an ex-officio basis.
