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CapitaLand Mall Trust
Annual Report 2015
Corporate Governance
Guideline 4.4 of the Code recommends that the Board determine the maximum number of listed company board
representations which any director may hold and disclose this in the annual report. The Board is of the view
that, the limit on the number of listed company directorships that an individual may hold should be considered
on a case-by-case basis, as a person’s available time and attention may be affected by many different factors
such as whether he is in full-time employment and his other responsibilities. A director with multiple directorships
is expected to ensure that sufficient attention can be and is given to the affairs of the Manager in managing
the assets and liabilities of CMT for the benefit of Unitholders. The Board believes that each Director is best
placed to determine and ensure that he is able to devote sufficient time and attention to discharge his duties
and responsibilities as a director of the Manager, bearing in mind his other commitments. In considering the
nomination of an individual for appointment, the Board will take into account, among other things, the competing
time commitments faced by any such individual with multiple Board memberships as well as his other principal
commitments. All Directors had confirmed that notwithstanding the number of their individual listed company
board representations and other principal commitments which each of them held, they were able to devote
sufficient time and attention to the affairs of the Manager in managing the assets and liabilities of CMT for the
benefit of Unitholders. The Board also notes that, as at the date of this Annual Report, none of the IDs serves
on more than five listed company boards. Taking into account also the attendance records of the Directors
at meetings of the Board and Board committees during FY 2015 (set out on page 47 of this Annual Report),
the Board is of the view that the current commitments of each of its Directors are reasonable and each of the
Directors is able to and has been adequately carrying out his duties.
Board Performance
Principle 5:
There should be a formal annual assessment of the effectiveness of the Board as a whole and its
board committees and the contribution by each director to the effectiveness of the Board.
The Manager believes that Board performance is ultimately reflected in the long-term performance of CMT.
The Board strives to ensure that there is an optimal blend in the Board of background, experience and knowledge
in business, finance and management skills critical to CMT’s business, and that each Director can bring to the
Board an independent and objective perspective to enable balanced and well-considered decisions to be made
in the interests of CMT. Contributions by an individual Board member can also take other forms, including
providing objective perspectives on issues, facilitating business opportunities and strategic relationships, and
accessibility to Management outside of the formal environment of Board and/or Board Committee meetings.
Reviews of Board performance were carried out on an informal basis for FY 2015. 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 relevant information on a timely basis prior to
Board meetings and on an ongoing basis, to enable the Directors to make informed decisions to discharge their
duties and responsibilities. Reports on CMT’s performance are also provided to the Board on a regular basis.
The Board meets regularly and Board meetings, in general, last up to half a day. At each Board meeting, the CEO
provides update on CMT’s business and operations as well as financial performance. Presentations in relation
to specific business areas are also made by key executives and external consultants or experts; this allows the
Board to develop a good understanding of the progress of CMT’s business as well as the issues and challenges
facing CMT and also promotes active engagement between the Board and the key executives of the Manager.
