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CapitaLand Mall Trust
Annual Report 2015
Corporate Governance
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, Mr Danny Teoh Leong Kay, is responsible for leading the Board
and ensuring that the Board is effective in all aspects of its role. The CEO, Mr Tan Wee Yan, Wilson, has full
executive responsibilities over the business directions and operational decisions of CMT and is responsible for
implementing CMT’s strategies and policies and conducting CMT’s business.
The Chairman is responsible for leadership of the Board and for creating the conditions for overall effectiveness of
the Board, Board Committee and individual Director. 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.
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.
Board Membership
Principle 4:
There should be a formal and transparent process for the appointment and re-appointment of
directors to the Board.
The Board undertakes the function of a nominating committee and therefore, the Manager does not have a
nominating committee. 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 performance and independence of Board members. The Board seeks to ensure that the
composition of the Board provides an appropriate balance and diversity of skills, experience and knowledge of the
industry and that the Directors, as a group, have the necessary core competencies relevant to CMT’s business.
The current Board comprises individuals who are business leaders and professionals with financial, banking,
real estate, legal, investment and accounting backgrounds. The varied backgrounds of the Directors enable
Management to benefit from their respective expertise and diverse background.
As part of its commitment towards improving its corporate governance, the Board recently undertook a review
of the matter and has determined that it shall continue to undertake the functions of a nominating committee.
The following considerations were taken into account:
(a) the Manager is a dedicated manager to only CMT and in general, REITs (including CMT) have a more focused
scope and scale of business compared to those of listed companies. For this reason, the Board’s capacity
would not be unduly stretched if the responsibilities of a nominating committee were also undertaken by the
Board as the Board would be able to give adequate attention to such issues;
(b) the focused scope of the business of CMT also means a manageable competency requirement for the Board
such that the Board is able to manage the duties of a nominating committee; and
