23
CapitaLand Limited
Annual Report 2015
Overview
Sustainability
Business
Review
Portfolio
Details
Corporate
Governance &
Transparency
Financials &
Additional
Information
Each of these Board Committees operates under delegated authority from the Board with the Board retaining overall
oversight. The Board may form other Board Committees as dictated by business imperatives. Membership of the various
Board Committees is managed to ensure an equitable distribution of responsibilities among Board members, to maximise the
effectiveness of the Board and to foster active participation and contribution from Board members. Diversity of experience
and appropriate skills are considered in determining the composition of the respective Board Committees.
The Board regularly undertakes a review of its Board Committees structure, their membership and terms of reference to
ensure that the Board continues to be effective. The last review took place in 2015 and the review resulted in the Finance and
Budget Committee merging with the Investment Committee to form the FIC as the remits of the previous two committees
covered inter-related matters of budget, finance, capital management and investments. The review also resulted in the
dissolution of the Corporate Disclosure Committee because references of corporate disclosure matters to the committee for
approval were limited as Management is responsible for disclosure matters generally. Disclosure of material matters such as
financial results are referred to the Board for approval.
The Board has adopted a set of internal controls which establishes approval limits for capital expenditure, investments,
divestments, bank borrowings and issuance of shares as well as debt and equity-linked instruments. Apart from matters
that specifically require the Board’s approval, the Board delegates authority for transactions below those limits to Board
Committees and Management. Approval sub-limits are also provided at Management level to optimise operational efficiency.
The Board meets at least once every quarter, and as required by business imperatives. Prior to the start of each Board
meeting, the non-executive Directors meet without the presence of Management. Where exigencies prevent a Director from
attending a Board meeting in person, the Constitution of the Company (Constitution) permits the Director to participate via
teleconferencing or video conferencing. The Board and Board Committees may also make decisions by way of resolutions
in writing.
A total of five Board meetings were held in FY 2015. This included an annual offsite meeting with Senior Management to
review and plan the Group’s longer term strategy and prospects. A table showing the attendance record of the Directors
at meetings of Board and Board Committees during FY 2015 is set out on page 41 of this Annual Report. The Company
believes in the manifest contributions of its Directors beyond attendance at formal Board and Board Committees meetings.
To judge a Director’s contribution based on his or her attendance at formal meetings alone would not do justice to his or her
overall contributions, which include being accessible to Management for guidance or exchange of views outside the formal
environment of Board and Board Committees meetings.
The Company provides suitable training for Directors. Upon appointment, each Director is provided with a formal letter of
appointment and a copy of Directors’ Manual (which includes information on a broad range of matters relating to the role and
responsibilities of a director). All Directors on appointment also undergo an induction programme to familiarise themselves
with matters relating to the Company’s business activities, its strategic directions and policies, the regulatory environment
in which the Group operates and the Company’s corporate governance practices. Following their appointment, Directors
are provided with opportunities for continuing education in areas such as directors’ duties and responsibilities, changes
to regulations and accounting standards and industry-related matters, so as to be updated on matters that affect or may
enhance their performance as Directors or Board Committee members.
Board Composition and Guidance
Principle 2:
There should be a strong and independent element on the Board, which is able to exercise objective judgement
on corporate affairs independently, in particular, from Management and 10% shareholders. No individual or
small group of individuals should be allowed to dominate the Board’s decision-making.
The Board, through the NC, reviews from time to time the size and composition of the Board, with a view to ensuring that
the size of the Board is appropriate in facilitating effective decision-making taking into account the scope and nature of the
Group’s operations, and that the Board has a strong independent element.
The Board presently comprises 10 Directors, of which nine are non-executive independent Directors. The Chairman of the
Board is a non-executive independent Director. Profiles of the Directors are provided on pages 12 to 17 of this Annual Report.
