member can also take other forms, including providing objective perspectives on issues, facilitating
business opportunities and strategic relationships, and accessibility by Management outside of a
formal environment of Board and/or Board Committees meetings.
Reviews of Board performance are carried out on an informal basis. The Manager believes that
collective Board performance and that of individual Board members are better reflected in, and
evidenced by, its and their proper guidance, diligent oversight and able leadership, and the support
that it lends to Management in steering CMT in the appropriate direction, and the long-term
performance of CMT whether under favourable or challenging market conditions. The Board was also
able to assess the Board Committees through their regular reports to the Board on their activities.
Access to Information
Principle 6:
In order to fulfil their responsibilities, directors should be provided with complete, adequate
and timely information prior to board meetings and on an on-going basis so as to enable them
to make informed decisions to discharge their duties and responsibilities.
The Manager recognises the importance of providing the Board with timely, adequate and relevant
information prior to Board meetings, and as and when the need arises.
As a general rule, Board papers are sent to Board members at least five working days prior to the
Board meeting to allow the members to prepare for the Board meetings and to enable the discussions
to focus on questions that the members may have. However, sensitive matters may be tabled at the
meeting itself or discussed without any papers being distributed.
In line with the Manager’s commitment to limit paper wastage and reduce its carbon footprint, the
Manager no longer provides printed copy of Board papers and Directors are instead provided with
tablet devices to enable them to access and read Board and Board Committee papers prior to and
at meetings. This initiative also enhances information security as the papers are downloaded to the
tablet devices through an encrypted channel.
In addition to providing timely, adequate and relevant information to the Board on Board affairs and
issues requiring the Board’s decision, Management also provides on-going reports relating to the
operational and financial performance of the Manager, such as monthly management reports.
Where appropriate, informal meetings are also held for Management to brief Directors on prospective
deals and potential developments in the early stages before formal Board approval is sought.
The Board has separate and independent access to Management including the company secretary
of the Manager (Company Secretary) at all times. The Company Secretary attends to corporate
secretarial administration matters and is the corporate governance advisor on corporate matters to
the Board and Management. The Company Secretary attends Board meetings. The Board, whether
as individual Directors or as a group, is also entitled to have access to independent professional
advice where required, at the Manager’s expense.
The AC also meets the internal auditors and external auditors separately at least once a year, without
the presence of the CEO and Management and has unfettered access to any information that it may
require.
Corporate Governance
40 | CapitaMall Trust Annual Report 2014
