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CapitaLand Limited
Annual Report 2015
Corporate Governance Report
Board Membership
Principle 4:
There should be a formal and transparent process for the appointment and re-appointment of directors to the Board.
The Board has established the NC, which makes recommendations to the Board on all appointments to the Board and
Board Committees. The NC seeks to ensure that the composition of the Board provides an appropriate balance and diversity
of skills, experience, gender and knowledge of the industry, and that the Directors, as a group, have the necessary core
competencies relevant to the Group’s business.
All the NC members, including the Chairman of the NC, are non-executive independent Directors.
The NC is guided by its terms of reference, in particular, the NC:
(a) recommends candidates for appointment to the Company’s Board and Board Committees;
(b) makes recommendations to the Board on the succession plans for Directors and the appointment of and succession
plan for the P&GCEO;
(c) reviews and recommends the development of a process for evaluation of the performance of the Board, Board Committees
and Directors;
(d) reviews and recommends the training and professional development programmes for the Board;
(e) considers annually, and as and when circumstances require, if a Director is independent, and provides its views to the
Board for consideration; and
(f) reviews and decides if a Director is able to and has been adequately carrying out his or her duties as a Director, taking
into consideration the Director’s number of listed company board representations and other principal commitments.
The NC carries out a proactive review of the Board composition at least annually as well as on each occasion that an
existing non-executive Director gives notice of his or her intention to retire or resign. This is to assess the collective skills of
non-executive Directors represented on the Board to determine whether the Board, as a whole, has the skills required to
achieve the Group’s strategic and operational objectives. The outcome of that assessment will be reported to the Board. In
carrying out this review, the NC will take into account that the Board composition should reflect balance in matters such as
skills representation, tenure, experience, age spread and diversity (including gender diversity). The NC also identifies suitable
candidates for appointment to the Board. External consultants may be retained from time to time to access a wide base
of potential non-executive Directors. Those considered will be assessed against a range of criteria including background,
experience, professional skills and personal qualities including integrity and reputation as well as expected contributions to
the highest standards of corporate governance. The NC and the Board will also consider whether a candidate’s skills and
experience will complement the existing Board, and whether the candidate has sufficient time available to commit to his or
her responsibilities as a Director.
The current Board comprises individuals who are business leaders and professionals with financial, banking, real estate,
legal, investment and accounting backgrounds. The varied backgrounds of the Directors enable Management to benefit from
their respective expertise and diverse background. The Board also considers gender as an important aspect of diversity
alongside factors such as the age, ethnicity and educational background of its members, as it believes that diversity in the
Board’s composition contributes to the quality of its decision making. The Company will continue to consider the merits of
the candidates in its Board renewal process and believes that doing so will meet its aim of achieving diversity of perspectives
as described above.
Election of Board members is the prerogative and right of shareholders. The Constitution requires one-third of its Directors
(prioritised by length of service since the previous re-election or appointment and who are not otherwise required to retire) to
retire and subject themselves to re-election by shareholders at every annual general meeting (AGM) (one-third rotation rule).
In addition, any newly appointed Director (whether as an additional Director or to fill a casual vacancy) will submit himself or
herself for retirement and re-election at the AGM immediately following his or her appointment. Thereafter, he or she will be
subject to the one-third rotation rule.
With regard to the re-appointment/re-election of existing Directors each year, the NC advises the Board on those Directors
who are retiring or due for consideration to retire in accordance with the provisions of the Constitution and the Companies
Act. The NC makes recommendations to the Board as to whether the Board should support the re-appointment/re-election
of a Director who is retiring. In making recommendations, the NC will undertake a process of review of the retiring
