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CapitaLand Limited
Annual Report 2015
Corporate Governance Report
Guideline
Questions
How has the Company complied?
Independence of Directors
Guideline 2.1 Does the Company comply with
the guideline on the proportion
of independent directors on the
Board? If not, please state the
reasons for the deviation and
the remedial action taken by
the Company.
Yes. Out of a total of 10 Directors, nine are independent Directors.
Guideline 2.3 (a) Is there any director who is
deemed to be independent by
the Board, notwithstanding the
existence of a relationship as
stated in the Code that would
otherwise deem him not to
be independent? If so, please
identify the director and specify
the nature of such relationship.
(b) What are the Board’s
reasons for considering him
independent? Please provide a
detailed explanation.
Yes, please refer to pages 24 to 25 for more information on the
determination process.
Guideline 2.4 Has any independent director
served on the Board for more
than nine years from the date of
his first appointment? If so, please
identify the director and set out
the Board’s reasons for considering
him independent.
Yes. Mr James Koh, an independent Director, has served on the Board
for more than 11 years. The Board has reviewed and determined that
Mr Koh had continuously demonstrated independence in character and
judgement in the discharge of his responsibilities as a Director of the
Company during FY 2015. He had been forthcoming in expressing his
individual viewpoints, active in his debate over issues concerning the
Group, and objective in his scrutiny of and challenges to Management.
He had actively sought clarification and amplification of board affairs as
necessary, including through direct access to the Group’s employees and
external advisors.
Disclosure on Remuneration
Guideline 9.2 Has the Company disclosed
each director’s and the CEO’s
remuneration as well as a
breakdown (in percentage or
dollar terms) into base/fixed salary,
variable or performance-related
income/bonuses, benefits in
kind, stock options granted,
share-based incentives and
awards, and other long-term
incentives? If not, what are the
reasons for not disclosing so?
Yes.
