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CapitaLand Mall Trust
Annual Report 2015
Corporate Governance
The Board provides leadership to 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, 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 in CMT (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.
The Board has established various Board Committees to assist it in the discharge of its functions.
These Board Committees are the Audit Committee (AC), the Corporate Disclosure Committee (CDC),
the Executive Committee (EC) and the Investment Committee (IC). The composition of the various Board
Committees is set out on page 47 of this Annual Report.
Each of these Board Committees operates under delegated authority from the Board, with the Board retaining
overall oversight. 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.
The Board has adopted a set of internal controls which establishes approval limits for capital expenditure,
investments, divestments, bank borrowings and issuance of debt instruments. 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 Constitution of the Manager permits 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 seven Board meetings were held in FY 2015. A table showing the attendance record of the Directors
at meetings of the Board and Board Committees during FY 2015 is set out on page 47 of this Annual Report.
The Manager believes in the manifest contribution of its Directors beyond attendance at formal Board and Board
Committee 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 to Management for guidance or
exchange of views outside the formal environment of Board and Board Committee meetings.
The Manager provides suitable training for Directors. Upon appointment, each Director is provided with a formal
letter of appointment and a copy of Directors’ Manual (which includes information on a broad range of matters
relating to the role and responsibilities of a director). All Directors on appointment also undergo 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.
