The independence of each Director is reviewed by the Board upon appointment, and thereafter
annually and as and when circumstances require. An independent director is one who has no
relationship with the Manager, its related corporations, its shareholders who hold 10% or more of the
voting shares in the Manager, or 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 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 Rokmat Magnus are 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 the Chairman and the CEO
are held by separate individuals.
The non-executive independent Chairman is responsible for leading the Board and ensuring that the
Board is effective on all aspects of its role. The CEO has full executive responsibilities over the
business directions and operational decisions of CMT and is responsible for implementing CMT’s
strategies and policies and for conducting CMT’s business. The Chairman and the CEO are not
immediate family members. The separation of the roles of the Chairman and the CEO and the
resulting clarity of roles provide a healthy professional relationship between the Board and
Management and facilitate robust deliberations on the business activities of CMT and the exchange
of ideas and views to help shape the strategic process.
The Chairman is responsible for leadership of the Board and for creating the conditions for overall
Board, Board Committee and individual Director effectiveness. This includes setting the agenda of
the Board in consultation with the CEO and promoting constructive engagement among the Directors
as well as between the Board and the CEO on strategic issues.
The Chairman plays a significant leadership role by providing clear oversight, advice and guidance
to the CEO and Management on strategies and business operations.
Board Membership
Principle 4:
There should be a formal and transparent process for the appointment and re-appointment of
directors to the Board.
The Manager does not have a nominating committee. In view that the Manager is a dedicated
manager to only CMT, and taking into account the activities and scale of business of CMT, the limited
number of independent director appointment and the fact that independent directors constitute more
than half of the Board of the Manager, the Board considers that the objectives of a nominating
committee may be achieved by the full Board (of which comprises a majority of independent
Directors) undertaking the responsibilities of a nominating committee. Therefore, the Board performs
the functions that such a committee would otherwise perform, namely, it administers nominations to
the Board, reviews the structure, size and composition of the Board, and reviews the independence
of Board members. Directors of the Manager are not subject to periodic retirement by rotation.
Corporate Governance
38 | CapitaMall Trust Annual Report 2014
