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CapitaLand Limited
Annual Report 2015
Corporate Governance Report
Access to Information
Principle 6:
In order to fulfill their responsibilities, directors should be provided with complete, adequate and timely
information prior to board meetings and on an on-going basis so as to enable them to make informed decisions
to discharge their duties and responsibilities.
The Company recognises the importance of providing the Board with relevant information on a timely basis prior to Board
meetings and on an ongoing basis, to enable the Directors to make informed decisions to discharge their duties and
responsibilities. Reports on the Group’s performance are also provided to the Board on a regular basis.
The Board meets regularly and Board meetings, in general, last up to a full day. At each Board meeting, the Chairperson
of each Board Committee provides an update on the significant matters discussed at the Board Committee meetings,
the P&GCEO provides updates on the Group’s business and operations and the Group Chief Financial Officer (GCFO)
presents the financial performance. Presentations in relation to specific business areas are also made by senior executives
and external consultants or experts; this allows the Board to develop a good understanding of the progress of the Group’s
business as well as the issues and challenges facing the Group and also promotes active engagement with the key
executives of the Group.
As a general rule, Board papers are sent to Board members at least five working days prior to each Board meeting, to allow
the members of the Board to prepare for the Board meetings and to enable discussions to focus on any questions that they
may have.
In line with the Company’s commitment to limit paper wastage and reduce its carbon footprint, the Company no longer
provides printed copies of Board papers and Directors are instead provided with tablet devices to enable them to access
and read Board and Board Committees papers prior to and at meetings. This initiative also enhances information security
as the papers are downloaded to the tablet devices through an encrypted channel.
In addition to providing complete, adequate and timely information to the Board on Board affairs and issues requiring the
Board’s decision, Management also provides ongoing reports relating to the operational and financial performance of the
Company, such as monthly management reports.
Where appropriate, informal meetings are also held for Management to brief Directors on prospective deals and potential
developments in the early stages before formal Board approval is sought.
The Board has separate and independent access to Management including the Company Secretary at all times. The Company
Secretary attends to corporate secretarial administration matters and is the corporate governance advisor on corporate matters
to the Board and Management. The Company Secretary attends all Board meetings. The Board, whether as individual Director
or as a group, is also entitled to have access to independent professional advice where required, at the Company’s expense.
The Board sets aside time at each scheduled meeting to meet without the presence of Management; the AC also meets the
internal and external auditors separately at least once a year without the presence of the P&GCEO and Management and
also has unfettered access to any information that it may require.
(B) REMUNERATION MATTERS
Procedures for Developing Remuneration Policies
Principle 7:
There should be a formal and transparent procedure for developing policy on executive remuneration and for
fixing the remuneration packages of individual directors. No director should be involved in deciding his own
remuneration.
Level and Mix of Remuneration
Principle 8:
The level and structure of remuneration should be aligned with the long-term interest and risk policies of the
company, and should be appropriate to attract, retain and motivate (a) the directors to provide good stewardship
of the company, and (b) key management personnel to successfully manage the company. However, companies
should avoid paying more than is necessary for this purpose.
