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CapitaLand Mall Trust
Annual Report 2015
Overview
Sustainability
Business
Review
Portfolio
Details
Corporate
Governance &
Transparency
Financials &
Additional
Information
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.
At all times the Directors are collectively and individually obliged to act honestly and with diligence, and to
consider the best interest of Unitholders. In addition to disclosure of any interest a Director may have in a matter
under consideration by the Board, any Director who is in a conflict of interest situation is also required to abstain
from participating in discussions on the matter.
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 reviews from time to time the size and composition of the Board with a view to ensuring that the size
of the Board is appropriate in facilitating effective decision-making, taking into account the scope and nature of
the operations of CMT and its subsidiaries (CMT Group); and that the Board has a strong independent element.
The Board presently comprises 10 Directors, of which six are non-executive independent Directors (IDs).
The Chairman of the Board is an ID. Profiles of the Directors are provided on pages 18 to 23 of this Annual Report.
The Board assesses the independence of each Director in accordance with the guidance in the Code.
An ID is one who has no relationship with the Manager, its related corporations, its shareholders who hold 10%
or more of the voting shares of 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 his independent
business judgement. The relevant non-executive Directors had provided declarations of their independence
which have been deliberated upon by the Board. The Board has also examined the different relationships
identified by the Code that might impair the Director’s independence and objectivity.
Mr Danny Teoh Leong Kay is also a director of DBS Bank Ltd. The Board considers that the payments made to
DBS Bank were not significant compared with the revenue of CMT in FY 2015. In addition, the services provided
by DBS Bank were in its ordinary course of business and the payments made to DBS Bank were not significant
relative to its revenue. Mr Teoh does not have any personal interest in DBS Bank, other than his role as director
and his shareholdings is not significant as compared to the total issued shares of DBS Bank.
The Board has also considered if Mr Teoh had demonstrated independence of character and judgement in
the discharge of his responsibility as a Director of the Manager in FY 2015, and is satisfied that Mr Teoh had
acted with independent judgement. Mr Teoh had also recused himself from deliberating on any transactions
that might potentially give rise to a conflict of interest. The Board therefore considers that the relationships and
circumstances set out above did not affect his independence.
The Board has also considered whether each of Mr Fong Kwok Jen, Mr Gay Chee Cheong, Mr Lee Khai Fatt,
Kyle, Mr Richard Rokmat Magnus and Mr Ng Chee Khern had demonstrated independence of character and
judgement in the discharge of his responsibilities as a Director of the Manager in FY 2015, and is satisfied that
each of Mr Fong, Mr Gay, Mr Lee, Mr Magnus and Mr Ng has acted with independent judgement.
On the bases of the declarations of independence provided by the Directors and the guidance in the Code,
the Board has determined that Mr Danny Teoh Leong Kay, Mr Fong Kwok Jen, Mr Gay Chee Cheong,
Mr Lee Khai Fatt, Kyle, Mr Ng Chee Khern and Mr Richard Rokmat Magnus are independent directors, as defined
under the Code. Each member of the Board had recused himself from deliberations on his own independence.
