Page 36 - ar2013

The Board has adopted a set
of internal controls which
establishes approval limits
for, amongst others, capital
expenditure, investments
and divestments and bank
borrowings. Apart from
matters that specifically
require the Board’s approval
– such as the issue of new
units, income distributions
and other returns to
Unitholders – the Board,
while approving certain
transactions exceeding
certain threshold limits,
delegates authority for
transactions below those
limits to Board Committees
and Management. Approval
sub-limits are also provided
at Management level to
optimise operational efficiency.
The Board meets at least
once every quarter, and as
required by business
imperatives. Where a
physical Board meeting
is not possible, the Articles
of Association of the Manager
permit the Directors to
meet via teleconferencing
or video conferencing.
The Board and Board
Committees may also
make decisions by way of
resolutions in writing.
A total of four Board meetings
were held in the financial year
2013. A table showing the
attendance record of Directors
at Board and Audit Committee
meetings during the year
under review is set out on
page 34 of the Annual Report.
Corporate
Governance
form other Board Committees
as dictated by business
imperatives. Membership of
the various Board Committees
is carefully managed to ensure
an equitable distribution of
responsibilities among Board
members, to maximise the
effectiveness of the Board
and to foster active
participation and contribution
from Board members. Diversity
of experience and appropriate
skills are considered.
A table of the Board members’
participation in the various Board
Committees is set out on page
34 of the Annual Report. This
reflects each Board member’s
additional responsibilities and
special focus in the respective
Board Committees.
COMPOSITION AND ATTENDANCE RECORD OF MEETINGS OF THE BOARD AND BOARD COMMITTEES IN 2013
Composition Attendance Record of Meetings
Board Members
Audit
Committee
Corporate
Disclosure
Committee
Executive
Committee
Investment
Committee
Board
Number of
Meetings
Held: 4
Audit
Committee
Number of
Meetings
Held: 4
James Koh Cher Siang 1 – C – C 1 N.A.
Danny Teoh Leong Kay 2 – C – M 4 N.A.
Lim Ming Yan 3 – M C C 4 N.A.
Fong Kwok Jen M – – – 4 4
Gay Chee Cheong M – – – 4 4
Ho Chee Hwee Simon – M M M 4 N.A.
Lee Khai Fatt, Kyle C – – M 4 4
Maj-Gen (NS) Ng Chee Khern – – – – 4 N.A.
Richard R. Magnus – – – M 3 N.A.
Tan Kian Chew – – – – 4 N.A.
Tan Wee Yan, Wilson – – M M 4 N.A.
C: Chairman M: Member
N.A.: Not Applicable
1 James Koh Cher Siang resigned as a Non-Executive Director and ceased to be Chairman of the Board, Chairman of the Corporate Disclosure Committee and
Chairman of the Investment Committee with effect from the conclusion of the Annual General Meeting of the Unitholders on 17 April 2013.
2 Danny Teoh Leong Kay was appointed as Chairman of the Board, Chairman of the Corporate Disclosure Committee and a member of the Investment
Committee with effect from the conclusion of the Annual General Meeting of the Unitholders on 17 April 2013.
3 Lim Ming Yan was appointed as Chairman of the Investment Committee with effect from the conclusion of the Annual General Meeting of the Unitholders
on 17 April 2013.
Clarity 34 CapitaMall Trust Annual Report 2013