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CapitaLand Limited
Annual Report 2015
Corporate Governance Report
CODE OF CORPORATE GOVERNANCE 2012
Guidelines for Disclosure
Guideline
Questions
How has the Company complied?
General
(a) Has the Company complied
with all the principles and
guidelines of the Code?
If not, please state the specific
deviations and the alternative
corporate governance practices
adopted by the Company in lieu
of the recommendations in the
Code.
(b) In what respect do these
alternative corporate
governance practices achieve
the objectives of the principles
and conform to the guidelines
in the Code?
Yes.
Where there are deviations from the principles and guidelines of the Code,
an explanation has been provided in this Report.
N.A.
Board Responsibility
Guideline 1.5 What are the types of material
transactions which require
approval from the Board?
The specific matters which are reserved for the Board’s approval include:
(a) material acquisitions, investments, disposals and divestments;
(b) share issuances, dividends and other returns to shareholders;
(c) approving the targets for and assessing the performance of the
P&GCEO and determining the compensation package for the
P&GCEO; and
(d) matters which involve a conflict of interest for a controlling shareholder
or a Director.
Members of the Board
Guideline 2.6 (a) What is the Board’s policy with
regard to diversity in identifying
director nominees?
(b) Please state whether the current
composition of the Board
provides diversity on each of the
following – skills, experience,
gender and knowledge of
the Company, and elaborate
with numerical data where
appropriate.
(c) What steps has the Board taken
to achieve the balance and
diversity necessary to maximise
its effectiveness?
The Board has established the NC, which makes recommendations to the
Board on all appointments to the Board and Board Committees. 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 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.
