(A) BOARD MATTERS
The Board’s Conduct of Affairs
Principle 1:
Every company should be headed by an effective Board to lead and control the company. The
Board is collectively responsible for the long-term success of the company. The Board works
with Management to achieve this objective and Management remains accountable to the Board.
The Manager is led by a board of Directors (Board) comprising a majority of non-executive
independent Directors. Each Director brings to the Board skills, experience, insights and sound
judgement, which together with his strategic networking relationships, serve to further the interests
of CMT. At all times, the Directors are collectively and individually obliged to act honestly and with
diligence, and consider the best interests of Unitholders.
The Board oversees the affairs of the Manager, in furtherance of the Manager’s primary responsibility
to manage the assets and liabilities of CMT for the benefit of Unitholders. The Board appoints the
Chief Executive Officer (CEO), who, assisted by the management team of the Manager
(Management), is responsible for the day-to-day management and overall operations of CMT’s
business.
The Board provides leadership to the Management, sets strategic directions and oversees the
management of CMT. The Board establishes goals for Management and monitors the achievement of
these goals. It ensures that proper and effective controls are in place to assess and manage business
risks and compliance with requirements under the Listing Manual, the Property Funds Appendix, as
well as any other applicable guidelines prescribed by the SGX-ST, the MAS or other relevant
authorities, and applicable laws. It also sets the disclosure and transparency standards for CMT and
ensures that obligations to Unitholders and other stakeholders are understood and met.
The Board has reserved authority to approve certain matters and these include:
(a) material acquisitions, investments, disposals and divestments;
(b) issue of new units;
(c) income distributions and other returns to Unitholders; and
(d) matters which involve a conflict of interest for a controlling unitholder or a Director.
Various Board Committees, namely the Audit Committee (AC), Corporate Disclosure Committee
(CDC), Executive Committee (EC) and Investment Committee (IC) have been constituted with clear
written terms of reference to assist the Board in the discharge of its functions. The composition of the
various Board Committees is set out on page 53 of the Annual Report.
Each of these Board Committees operates under delegated authority from the Board. The Board may
form other Board Committees as dictated by business imperatives. Membership of the various Board
Committees is 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 in
the composition of the respective Board Committees.
Corporate Governance
36 | CapitaMall Trust Annual Report 2014
