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CapitaLand Limited
Annual Report 2015
Corporate Governance Report
Compensation Risk Assessment
Under the Code, the compensation system shall take into account the risk policies of the Group, and be symmetrical with risk
outcomes and sensitive to the time horizon of risks. The ERCC has conducted a Compensation Risk Assessment to review
the various compensation risks that may arise as well as the mitigating policies to better manage risk exposures identified.
The ERCC is satisfied that there is adequate risk mitigation features in the Group’s compensation system, such as the use of
malus, deferral and clawback features in the Share Plans and EBIP. The ERCC will continue to undertake periodic reviews of
compensation-related risks.
(C) ACCOUNTABILITY AND AUDIT
Accountability
Principle 10:
The Board should present a balanced and understandable assessment of the company’s performance, position
and prospects.
The Company provides shareholders with quarterly and annual financial statements. In presenting the annual and quarterly
financial statements to shareholders, the Board aims to provide shareholders with a balanced, clear and understandable
assessment of the Company and the Group’s performance, position and prospects. In order to achieve this, Management
provides the Board with management accounts on a monthly basis and such explanation and information as any Director
may require, to enable the Directors to keep abreast, and make a balanced and informed assessment, of the Group’s financial
performance, position and prospects.
The Company believes in conducting itself in ways that seek to deliver maximum sustainable value to its shareholders.
Best practices are promoted as a means to build an excellent business for its shareholders and the Company is
accountable to shareholders for its performance. Prompt fulfilment of statutory reporting requirements is but one way to
maintaining shareholders’ confidence and trust in the capability and integrity of the Company.
Risk Management and Internal Controls
Principle 11:
The Board is responsible for the governance of risk. The Board should ensure that Management maintains a
sound system of risk management and internal controls to safeguard shareholders’ interests and the company’s
assets, and should determine the nature and extent of the significant risks which the Board is willing to take in
achieving its strategic objectives.
The Company has in place an adequate and effective system of internal controls addressing material financial, operational,
compliance and information technology risks to safeguard shareholders’ interests and the Group’s assets.
The Board has overall responsibility for the governance of risk and oversees Management in the design, implementation
and monitoring of the risk management and internal controls system. The RC assists the Board in carrying out the Board’s
responsibility of overseeing the Company’s risk management framework and policies.
All the RC members, including the Chairman of the RC, are non-executive independent Directors.
The RC is guided by its terms of reference, in particular, the RC:
(a) makes recommendations to the Board on risk appetite and associated risk parameters including risk limits;
(b) reviews and assesses compliance with and the adequacy of the risk management framework, policies and strategies to
identify, measure, manage and report risks;
(c) oversees Management in the formulation, updating and maintenance of an adequate and effective risk management
framework, policies and strategies for managing risks that are consistent with the Company’s approved risk appetite and
parameters, and reports to the Board on its decisions on any material matters concerning the aforementioned;
(d) makes the necessary recommendations to the AC and the Board such that an opinion and comment regarding the
adequacy and effectiveness of the risk management and internal controls system can be made by the Board in the Annual
Report of the Company in accordance with the Listing Manual of the Singapore Exchange Securities Trading Limited
(Listing Manual) and the Code; and
