Page 37 - ar2013

Corporate Governance
& Sustainability
Board meetings for each
year are scheduled in
advance in the preceding
year to facilitate Directors’
individual administrative
arrangements in respect of
competing commitments.
The Manager provides suitable
training for Directors. Upon
appointment, each Director
is provided a formal letter of
appointment setting out various
information including duties
and obligations as a Director.
Newly appointed Directors are
briefed on the business activities
of CMT, its strategic directions
and policies, the regulatory
environment in which CMT
operates and the Manager’s
corporate governance practices.
Following their appointment,
Directors are 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 Board or Board
Committee members.
Board Composition
and Guidance
Principle 2:
There should be a strong
and independent element on
the Board, which is able to
exercise objective judgement
on corporate affairs
independently, in particular,
from Management and 10%
shareholders. No individual
or small group of individuals
should be allowed to dominate
the Board’s decision making.
The Board comprises 10
Directors, of whom six are
independent non-executive
Directors who have no
relationship with the Manager,
its related corporations, its
shareholders who hold 10%
or more of the voting shares in
the Manager, Unitholders who
hold 10% or more of the units
in issue of CMT or its officers
that could interfere, or be
reasonably perceived to
interfere, with the exercise
of the Directors’ independent
business judgement in the
best interests of CMT.
The size and composition of
the Board is reviewed regularly
to ensure that the Board is of
appropriate size and has an
optimal mix of expertise and
experience, and comprises
persons who, as a group,
provide the necessary core
competencies, taking into
consideration the nature and
scope of CMT’s operations.
The profiles of the Directors
are set out on pages 20 to 29
of the Annual Report.
The Directors are business
leaders and professionals
with financial, banking, real
estate, legal, investment and
accounting backgrounds.
The varied background of the
Directors enables Management
to benefit from their external,
diverse and objective
perspectives on issues brought
before the Board. It also enables
the Board to interact
and work with Management
through a robust exchange of
ideas and views to help shape
the strategic process. This,
together with the separation of
the roles of the Chairman and
the Chief Executive Officer,
provides a healthy professional
relationship between the Board
and Management with clarity
of roles and facilitates robust
deliberation on the business
activities of CMT.
The independence of each
Director is reviewed by the
Board upon appointment,
and thereafter annually and
as and when circumstances
require. The Board has
determined that Mr Danny
Teoh Leong Kay, Mr Fong
Kwok Jen, Mr Gay Chee Cheong,
Mr Lee Khai Fatt, Kyle,
Maj-Gen (NS) Ng Chee Khern
and Mr Richard R. Magnus
to be Independent Directors
under the Code.
Chairman and
Chief Executive Officer
Principle 3:
There should be a clear
division of responsibilities
between the leadership of
the Board and the executives
responsible for managing
the company’s business.
No one individual should
represent a considerable
concentration of power.
To maintain an appropriate
balance of power, increased
accountability and greater
capacity of the Board for
independent decision making,
the roles and responsibilities
of Chairman and Chief
Executive Officer are held
by separate individuals.
The independent non-executive
Chairman is responsible for
leading the Board and ensuring
that the Board is effective on all
aspects of its role, while the Chief
Executive Officer is responsible
for the overall operation of the
35