CapitaLand Limited - Annual Report 2015 - page 40

38 CapitaLand Limited
Annual Report 2015
Corporate Governance Report
The Company has a policy on the payment of dividends. Barring unforeseen circumstances, the Company’s policy is to
declare a dividend of at least 30% of the annual profit after tax and non-controlling interests excluding unrealised revaluation
gains or losses as well as impairment charges or write backs.
Conduct of Shareholder Meetings
Principle 16:
Companies should encourage greater shareholder participation at general meetings of shareholders, and allow
shareholders the opportunity to communicate their views on various matters affecting the company.
The Company supports the principle of encouraging shareholder participation and voting at general meetings. Shareholders
receive a CDRom containing the annual report (printed copies are available upon request) and notice of the general meeting.
œÌˆViÃʜvÊÌ iÊ}i˜iÀ>Ê“iï˜}ÃÊ>ÀiÊ>ÃœÊ>`ÛiÀ̈Ãi`ʈ˜ÊÌ iÊ«ÀiÃÃÊ>˜`ʈÃÃÕi`ʜ˜Ê- 8 iÌ°Ê
At general meetings, shareholders are encouraged to communicate their views and discuss with the Board and Management
matters affecting the Company. All Directors (including the Chairpersons of the respective Board Committees), Management
and the external auditors, would usually be present at general meetings to address any queries that the shareholders may
have.
To safeguard shareholder interests and rights, a separate resolution is proposed for each substantially separate issue at
general meetings. To ensure transparency in the voting process and better reflect shareholders’ interest, the Company
conducts electronic poll voting for all the resolutions proposed at the general meetings. Voting and vote tabulation procedures
are disclosed at the general meetings. Votes cast, for or against and the respective percentages, on each resolution are
tallied and displayed ‘live on-screen’ to shareholders immediately at the general meetings. The total number of votes cast
vœÀʜÀÊ>}>ˆ˜ÃÌÊÌ iÊÀi܏Ṏœ˜ÃÊ>˜`ÊÌ iÊÀiëiV̈ÛiÊ«iÀVi˜Ì>}iÃÊ>ÀiÊ>ÃœÊ>˜˜œÕ˜Vi`ʜ˜Ê- 8 iÌÊ>vÌiÀÊÌ iÊ}i˜iÀ>Ê“iï˜}ðÊ
Voting in absentia and by email, which are currently not permitted, may only be possible following careful study to ensure
that the integrity of information and authentication of the identity of shareholders through the web are not compromised,
and legislative changes are effected to recognise remote voting.
Minutes of the general meetings are taken and are available to shareholders for their inspection upon request. Since 2015,
minutes of the annual general meetings are also uploaded on the Company’s website atwww.capitaland.com.
Shareholders also have the opportunity to communicate their views and discuss with the Board and Management matters
affecting the Company after the general meetings.
(E) ADDITIONAL INFORMATION
Additional Commiittees
Apart from the AC, ERCC, NC and RC, the Company has also established the FIC. All the members of the FIC, including the
Chairman of the FIC, are non-executive independent Directors.
The FIC is guided by its terms of reference, in particular, the FIC reviews proposals on and, where it considers appropriate,
approves proposals on investments, divestments, credit, budget variance and awards of contracts for development
expenditure, within the authorities/limits approved from time to time by the Board. The FIC also undertakes the following
responsibilities:
(a) reviews the Group’s annual budget or financial policies. The annual budget, after being endorsed by the FIC, is subject
to approval by the Board;
(b) reviews the Group’s full year forecast and three-year outlook (if any); and
(c) reviews the Group Finance Manual which contains policies, procedures and guidelines such as financial authority limits,
capital and liquidity management, interest rate and foreign exchange management. The Group Finance Manual and any
updates, after being endorsed by the FIC, is subject to approval by the Board.