The Board has adopted a set of internal controls which establishes approval limits for, amongst other
things, capital expenditure, investments, divestments and debts. Apart from matters that specifically
require the Board’s approval, the Board 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
exigencies prevent a Director from attending a Board meeting in person, the Articles of Association
of the Manager permit the Director to participate 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 FY 2014. A table showing the attendance record of
Directors at meetings of the Board and AC during FY 2014 is set out on page 53 of the Annual Report.
The Manager believes in the manifest contribution of its Directors beyond attendance at formal Board
and Board Committees meetings. To judge a director’s contributions based on his attendance at
formal meetings alone would not do justice to his overall contributions, which include being
accessible by Management for guidance or exchange of views outside the formal environment of
Board and Board Committees meetings.
The Manager provides suitable training for Directors. Upon appointment, each Director is provided
with a formal letter of appointment and is also given a copy of the Directors’ Manual (which includes
information on a broad range of matters relating to the role of a director). All Directors on appointment
are required to undertake an induction programme to familiarise themselves with matters relating to
the business activities of CMT, its strategic directions and policies, the regulatory environment in
which CMT operates and the Manager’s corporate governance practices. The Manager also provides
appropriate training for first-time directors including industry-specific knowledge.
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 Directors 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 individuals who are business leaders and professionals with financial, banking,
fund management, 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. The size and composition of the Board
are 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 Board presently comprises 10 Directors, of whom six are non-executive independent Directors.
The profiles of the Directors are set out on pages 21 to 30 of the Annual Report.
Leading with Confidence | 37
