Under the Code, the composition of the Board, including the selection of candidates for new
appointments to the Board as part of the Board’s renewal process, is determined using the following
principles:
(a) the Board should comprise Directors with a broad range of commercial experience, including
expertise in funds management, the property industry, banking and legal fields; and
(b) at least one-third of the Board should comprise independent Directors. Where, amongst other
things, the Chairman of the Board is not an independent Director, at least half of the Board
should comprise independent Directors.
Renewal or replacement of Board members do not necessarily reflect their contributions to date, but
may be driven by the need to position and shape the Board in line with the evolving needs of CMT
and its business.
The selection of candidates is evaluated taking into account various factors including the current and
mid-term needs and goals of CMT, as well as the relevant expertise of the candidates and their
potential contributions. Candidates may be put forward or sought through contacts and
recommendations.
Guideline 4.4 of the Code recommends that the Board determine the maximum number of listed
companies’ board representations which any director may hold and disclose this in the annual report.
The Board is of the view that, the limit on the number of listed company directorships that an
individual may hold should be considered on a case-by-case basis, as a person’s available time and
attention may be affected by many different factors such as whether they are in full-time employment
and their other responsibilities. A Director with multiple directorships is expected to ensure that
sufficient attention is given to the affairs of the Manager in managing the assets and liabilities of CMT
for the benefit of Unitholders. The Board believes that each individual Director is best placed to
determine and ensure that he is able to devote sufficient time and attention to discharge his duties
and responsibilities as a Director of the Manager, bearing in mind his other commitments. In
considering the nomination of Directors for appointment, the Board will take into account, amongst
other things, the competing time commitments faced by Directors with multiple Board memberships.
All Directors had confirmed that notwithstanding the number of their individual listed company board
representations and other principal commitments, which the Directors held, they were able to devote
sufficient time and attention to the affairs of the Manager in managing the assets and liabilities of CMT
for the benefit of Unitholders. The Board is of the view that the current commitments of each of its
Directors are reasonable and each of the Directors is able to and has been adequately carrying out
his duties.
Board Performance
Principle 5:
There should be a formal annual assessment of the effectiveness of the Board as a whole and
its board committees and the contribution by each director to the effectiveness of the Board.
The Manager believes that Board performance is ultimately reflected in the long-term performance
of CMT.
The Board strives to ensure that there is an optimal blend in the Board of background, experience
and knowledge in business, finance and management skills critical to CMT’s business and that each
Director could bring to the Board an independent and objective perspective to enable balanced and
well-considered decisions to be made in the interests of CMT. Contributions by an individual Board
Leading with Confidence | 39
