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CapitaLand Limited
Annual Report 2015
Overview
Sustainability
Business
Review
Portfolio
Details
Corporate
Governance &
Transparency
Financials &
Additional
Information
non-executive Director’s performance during the period in which the non-executive Director has been a member of the
Board. Each member of the NC will recuse himself or herself from deliberations on his or her own re-appointment/re-election.
Shareholders are provided with relevant information on the candidates for election or re-election.
The P&GCEO, as a Board member, is also subject to the one-third rotation rule. His role as P&GCEO is separate from his
position as a Board member, and does not affect the ability of shareholders to exercise their right to select all Board members.
On the issue of Board renewal, the Company believes that Board renewal is a necessary and continual process, for good
governance and ensuring that the Board has the skills, expertise and experience which are relevant to the evolving needs of the
Group’s business; renewal or replacement of a Director therefore does not necessarily reflect his performance or contributions
to date. The Board has established the guideline that a non-executive Director will serve a maximum of two three-year terms,
and any extension of term will be individually considered by the NC which will make its recommendation to the Board.
Guideline 4.4 of the Code recommends that the Board should determine the maximum number of listed company board
representations which any director may hold, and disclose this in the annual report. The Board is of the view that the limit
on the number of listed company directorships that an individual may hold should be considered on a case-by-case basis,
as a person’s available time and attention may be affected by many different factors such as whether he or she is in full-time
employment and his or her other responsibilities. A director with multiple directorships is expected to ensure that sufficient
attention can be and is given to the affairs of the Group. The Board believes that each Director is best placed to determine
and ensure that he or she is able to devote sufficient time and attention to discharge his or her duties and responsibilities as
a director of the Company, bearing in mind his or her other commitments. In considering the nomination of any individual for
appointment or re-election, the NC will take into account, among other things, the competing time commitments faced by any
such individual with multiple Board memberships as well as his or her other principal commitments. All Directors had confirmed
that notwithstanding the number of their individual listed company board representations and other principal commitments
which each of them held, they were able to devote sufficient time and attention to the affairs of the Company. The Board also
notes that, as at the date of this Report, none of the independent Directors serves on more than four listed company boards.
Taking into account also the attendance record of the Directors at meetings of Board and Board Committees during FY 2015
(set out on page 41 of this Annual Report), the Board is of the view that the current commitments of each of its Directors are
reasonable and each of the Directors is able to and has been adequately carrying out his or her duties.
Board Performance
Principle 5:
There should be a formal annual assessment of the effectiveness of the Board as a whole and its board
committees and the contribution by each director to the effectiveness of the Board.
The Company believes that Board performance is ultimately reflected in the long-term performance of the Group.
The Board, through the NC, strives to ensure that there is an optimal blend in the Board of background, experience and
knowledge in business, finance and management skills critical to the Group’s business, and that each Director can bring to
the Board an independent and objective perspective to enable balanced and well-considered decisions to be made in the
interests of the Group. Contributions by an individual Board member can also take other forms, including providing objective
perspectives on issues, facilitating business opportunities and strategic relationships, and accessibility to Management outside
of the formal environment of Board and/or Board Committees meetings. The contributions and performance of each Director
were assessed by the NC as part of its periodic reviews of the compositions of the Board and the Board Committees.
Each year, the NC undertakes a process to evaluate the effectiveness of the Board as a whole and the Board Committees.
An external consultant was engaged to facilitate the evaluation process for the Board’s performance in FY 2015.
The consultant is independent of and is not related to the Company or any of its Directors. As part of the process, questionnaires
were sent by the consultant to the Directors and Management and the findings were evaluated by the consultant and reported,
together with the recommendations of the consultant, to the Chairman of the Board (also Chairman of the NC). The evaluation
categories covered in the survey questionnaire included Board composition, information management, Board processes,
corporate integrity and social responsibility, managing company’s performance, strategy review, Board Committees
effectiveness, P&GCEO performance and succession planning, Director development and management, and managing risk
and adversity. The findings and the recommendations of the consultant were deliberated upon by the Board.
The Board was also able to assess the Board Committees through their regular reports to the Board on their activities. In respect
of individual Directors, formal evaluation would be done by the NC as and when a Director was due for retirement by rotation.
