48
CapitaLand Limited
Annual Report 2015
Guideline
Questions
How has the Company complied?
Risk Management and Internal Controls
Guideline 6.1 What types of information does the
Company provide to independent
directors to enable them to
understand its business, the
business and financial environment
as well as the risks faced by the
Company? How frequently is the
information provided?
In addition to providing Board meeting materials, generally at least five
working days prior to each Board meeting, to allow the members to
prepare for the Board meetings and to enable discussions to focus
on any questions that the Directors may have, the Chairperson of
each Board Committee provides an update on the significant matters
discussed at the Board Committee meetings, the P&GCEO updates on
the Group’s business and operations and the GCFO presents the financial
performance, presentations are made by senior executives and external
consultants or experts relating to specific business areas; 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.
The Board has separate and independent access to Management
at all times. 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.
Directors are also provided with opportunities for continuing education
in areas such as Directors’ duties and responsibilities, changes to
regulations and accounting standards and industry-related matters, so as
to be updated on matters that affect or may enhance their performance as
Directors or Board Committee members.
Guideline 13.1 Does the Company have an internal
audit function? If not, please explain
why.
Yes
Guideline 11.3 (a) In relation to the major risks
faced by the Company,
including financial, operational,
compliance, information
technology and sustainability,
please state the bases for the
Board’s view on the adequacy
and effectiveness of the
Company’s internal controls and
risk management system.
(b) In respect of the past
12 months, has the Board
received assurance from the
CEO and the CFO as well as
the internal auditor that:
(i) the financial records have been
properly maintained and the
financial statements give a true
and fair view of the Company’s
operations and finances;
and (ii) the Company’s risk
management and internal control
systems are effective? If not, how
does the Board assure itself of
points (i) and (ii) above?
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 Group adopts an ERM Framework which sets out the required
environmental and organisational components for managing risk in an
integrated, systematic and consistent manner. The ERM Framework and
related policies are reviewed annually. A team comprising the P&GCEO and
other key management personnel is responsible for directing and monitoring
the development, implementation and practice of ERM across the Group.
As part of the ERM framework, Management, among other things,
undertakes and performs a RCSA process. As a result of this process,
the Group produces and maintains a risk register which identifies the
material risks it faces and the corresponding internal controls it has in
place to manage and mitigate those risks.
More information on the Group’s ERM Framework can be found in
the Enterprise Risk Management section on pages 50 to 52 of this
Annual Report.
Internal and external auditors conduct audits that involve testing the
effectiveness of the material internal controls in the Group addressing
financial, operational, compliance and information technology risks.
Any material non-compliance or lapses in internal controls together with
corrective measures recommended by internal and external auditors are
reported to and reviewed by the AC. The adequacy and effectiveness of
the measures taken by Management in response to the recommendations
made by the internal and external auditors are also reviewed by the AC.
The Board has received the requisite assurance from the P&GCEO and the
GCFO.
Corporate Governance Report
