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CapitaLand Mall Trust
Annual Report 2015
Overview
Sustainability
Business
Review
Portfolio
Details
Corporate
Governance &
Transparency
Financials &
Additional
Information
(c) that IDs form at least half of the Board and the Chairman is an ID demonstrate that the IDs play a substantive
role and assures the objectivity and independence of the decision-making process concerning nomination.
This also mitigates any concerns of conflict which can be managed by having the conflicted directors abstain
from the decision-making process. Further, conflict situations are less likely to arise in matters of nomination.
In terms of the criteria and process put in place for selecting, appointing and reappointing Directors and for
reviewing the performance of Directors, the Board has adopted the following for FY 2016 and after:
(a) The Board will at least annually carry out a review of the Board composition as well as on each occasion when
an existing ID gives notice of his intention to retire or resign. This is to assess the collective skills, knowledge
and experience of Directors represented on the Board to determine whether the Board, as a whole, has the
skills, knowledge and experience required to achieve the Manager’s objectives for CMT.
(b) The Board will review the suitability of any candidates put forward by any director for appointment, having
regard to the skills required and the skills represented on the Board and whether a candidate’s skills,
knowledge and experience will complement the existing Board and whether he has sufficient time available
to commit to his responsibilities as a Director, and whether he is a fit and proper person for the office in
accordance with the Guidelines on Fit and Proper criteria issued by MAS (which require the candidate to be,
among other things, competent, honest, to have integrity and be financially sound).
(c) External consultants may be engaged from time to time to access a wide base of potential directors.
(d) No member of the Board will be involved in any decision of the Board relating to his own appointment,
reappointment or assessment of independence.
(e) A newly appointed Director will receive a formal appointment letter and a copy of the Directors’ Manual (which
includes information on a broad range of matters relating to the role and responsibilities of a director).
(f) All Directors on appointment will undergo an induction programme to help familiarise them with matters
relating to CMT’s business and the Manager’s strategy for CMT.
(g) The performance of the Board, Board Committees and Directors will be reviewed annually.
(h) The Board will proactively address any issues identified in the board performance evaluation.
The adopted process takes into account the requirements in the Code that the composition of the Board,
including the selection of candidates for new appointments to the Board as part of the Board’s renewal process,
be 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 IDs. Where, among other things, the Chairman of the Board
is not an ID, at least half of the Board should comprise IDs.
As at least half of the Board comprises IDs, the Manager will not be voluntarily subjecting to any appointment
or reappointment of directors to voting by Unitholders. The Chairman of the Board is presently an ID. The Board
intends to continue with the principle that at least half of the Board shall comprise IDs.
On Board renewal, the Manager believes that Board renewal is a necessary and continual process, for good
governance and ensuring that the Board has the skills, expertise and experience which are relevant to the
evolving needs of CMT’s business; renewal or replacement of a Director therefore does not necessarily reflect
his performance or contributions to date. In reviewing its Board composition, the Board will, with effect from
FY 2016, also consider the guidelines that an ID should serve for no more than a maximum of two three-year
terms and any extension of his appointment after he has served for six years could be on a yearly basis up to a
period of nine years (inclusive of the initial two three-year terms served).
