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CapitaLand Limited
Annual Report 2015
Corporate Governance Report
The Board, taking into account the views of the NC, assesses the independence of each Director in accordance with the guidance
in the Code. An independent director is one who has no relationship with the Company, its related corporations, its shareholders
who hold 10% or more of the voting shares of the Company or its officers that could interfere, or be reasonably perceived
to interfere, with the exercise of his or her independent business judgement. The non-executive Directors had provided
declarations of their independence, which have been deliberated upon by the NC and the Board. The Board has also
examined the different relationships identified by the Code that might impair the Directors’ independence and objectivity.
Mr Ng Kee Choe and Ms Euleen Goh serve as members on the Board of Trustees of Temasek Trust. Temasek Trust is the
philanthropic arm of Temasek Holdings (Private) Limited (Temasek), which is the controlling shareholder of the Company.
Temasek Trust is a not-for-profit organisation that independently oversees the management and disbursement of Temasek’s
endowments and gifts. Mr Ng and Ms Goh’s roles as members of the Board of Trustees are non-executive in nature and they
are not involved in the day-to-day conduct of the business of Temasek Trust. They also do not represent Temasek on the
Board of the Company and they are not accustomed or under an obligation, whether formal or informal, to act in accordance
with the directions, instructions or wishes of Temasek in relation to the corporate affairs of the Company.
Ms Euleen Goh is also a non-executive director of DBS Bank Ltd. (DBS Bank) and Mr James Koh is a non-executive director
of United Overseas Bank Limited (UOB Bank). The Board notes that both roles are non-executive in nature and both Ms Goh
and Mr Koh are not involved in the business operations of the respective banks. The Board considers that the payments
made to DBS Bank and UOB Bank were not significant compared with the revenues of the respective banks, or the overall
payments made by the Group to its banks, in FY 2015. In addition, the services provided by DBS Bank and UOB Bank were
financial transactions carried out in the ordinary course of their respective businesses and on normal commercial terms and
at arm’s length. Further, the services were not material in the context of all financial and other related services that the Group
had received from its banks in FY 2015.
Mr Stephen Lee served as a senior international adviser of Temasek International Advisors Pte Ltd (TIA), a subsidiary of
Temasek, from the start of FY 2015 until 31 August 2015. In that role, Mr Lee provided corporate advisory services to
Temasek in relation to proposed investments or projects of Temasek which were non-real estate business in nature. That
role did not pose any issues of conflict of interests for Mr Lee. Similar to the assessment made in respect of Mr Ng and Ms
Goh’s roles in the Board of Trustees of Temasek Trust, Mr Lee’s role in TIA was non-executive and advisory in nature, and he
was not involved in the day-to-day conduct of the business of TIA. He also does not represent Temasek on the Board and
is not accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions
or wishes of Temasek in acting as a Director of the Company.
Mr Kee Teck Koon holds the position of corporate advisor at TIA. In this role, Mr Kee provides corporate advisory services to
Temasek in relation to proposed investments or projects of Temasek which are non-real estate business in nature. This role
does not pose any issues of conflict of interests for Mr Kee. Similarly, Mr Kee’s role in TIA is non-executive and advisory in
nature, and he is not involved in the day-to-day conduct of the business of TIA. He also does not represent Temasek on the
Board and is not accustomed or under an obligation, whether formal or informal, to act in accordance with the directions,
instructions or wishes of Temasek in acting as a Director of the Company.
Mr Lee is also the non-executive chairman of Singapore Airlines Limited (SIA) and Mr Israel, the non-executive chairman of
Singapore Telecommunications Limited (Singtel). The flight and telecommunication services provided to the Group by SIA
and Singtel respectively were in the ordinary course of businesses of SIA and Singtel and the payments made by the Group
were not material relative to their respective revenues.
The Board has also considered whether each of Mr Ng, Mr Israel, Ms Goh, Mr Koh, Mr Lee and Mr Kee had demonstrated
independence of character and judgement in the discharge of his or her responsibilities as a Director of the Company in
FY 2015, and is satisfied that each of Mr Ng, Mr Israel, Ms Goh, Mr Koh, Mr Lee and Mr Kee had acted with independent
judgement. Each of them had also recused himself or herself from participating in any board deliberation on any transactions
that might potentially give rise to a conflict of interest. The Board therefore considers that the relationships and circumstances
set out above did not impair their independence and objectivity.
