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CapitaLand Limited
Annual Report 2015
Overview
Sustainability
Business
Review
Portfolio
Details
Corporate
Governance &
Transparency
Financials &
Additional
Information
The Board has also considered whether each of Mr John Morschel, Tan Sri Amirsham A Aziz and Dr Philip Pillai had
demonstrated independence of character and judgement in the discharge of his responsibilities as a Director in FY 2015.
Dr Pillai is also a non-executive member of the Inland Revenue Authority of Singapore, a statutory board which functions
as the tax collecting agent of Singapore. This role generates no conflict of interest in respect of his role as a Director of
the Company. The Board is satisfied that each of Mr Morschel, Tan Sri Amirsham and Dr Pillai had acted with independent
judgement.
Mr Koh has served on the Board for more than 11 years and the Code recommends that the independence of any director
who has served beyond nine years be subject to rigorous review. The Board has reviewed and determined that Mr Koh had
continuously demonstrated independence in character and judgement in the discharge of his responsibilities as a Director
of the Company during FY 2015. He had been forthcoming in expressing his individual viewpoints, remained active in his
debate over issues concerning the Group, and was objective in his scrutiny of and challenges to Management. He had
actively sought clarification and amplification of board affairs as necessary, including through direct access to the Group’s
employees and external advisors.
On the bases of the declarations of independence provided by the Directors and the guidance in the Code, the Board has
determined that Mr Lim Ming Yan, the Company’s P&GCEO, is the only non-independent Director and all other members of
the Board are independent directors as defined under the Code. Each member of the NC and Board had recused himself
or herself from the NC and the Board’s deliberations respectively on his or her own independence.
At all times, the Directors are collectively and individually obliged to act honestly and with diligence, and in the best interests
of the Company. In the event of a conflict of interest situation arising in respect of a matter under consideration by the Board,
the Director concerned also complies with disclosure obligations and recuses himself or herself from participating in the
Board’s deliberation on the matter.
Chairman and Chief Executive Officer
Principle 3:
There should be a clear division of responsibilities between the leadership of the Board and the executives
responsible for managing the company’s business. No one individual should represent a considerable
concentration of power.
To maintain an appropriate balance of power, increased accountability and greater capacity of the Board for independent
decision making, the roles and responsibilities of the Chairman and the P&GCEO are held by separate individuals.
The non-executive independent Chairman, Mr Ng Kee Choe, is responsible for leading the Board and ensuring that the Board
is effective in all aspects of its role. The P&GCEO, Mr Lim Ming Yan, has full executive responsibilities over the business
directions and operational decisions of the Group, and is responsible for making strategic proposals, implementing the
approved strategies and policies and conducting the Group’s business.
The Chairman is responsible for leadership of the Board and for creating the conditions for the overall effectiveness of the
Board, Board Committees and individual Directors. This includes setting the agenda of the Board in consultation with the
P&GCEO and promoting constructive engagement among the Directors as well as between the Board and the P&GCEO on
strategic issues. The Chairman plays a significant leadership role by providing clear oversight, direction, advice and guidance
to the P&GCEO on strategies. He also engages with other members of the senior leadership regularly.
The Chairman and the P&GCEO are not immediate family members. The separation of the roles of the Chairman and the
P&GCEO and the resulting clarity of roles provide a healthy professional relationship between the Board and Management,
and facilitate robust deliberations on the Group’s business activities and the exchange of ideas and views to help shape the
strategic process.
