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CapitaLand Mall Trust
Annual Report 2015
Overview
Sustainability
Business
Review
Portfolio
Details
Corporate
Governance &
Transparency
Financials &
Additional
Information
As a general rule, Board papers are sent to Board members at least five working days prior to each Board
meeting, to allow members of the Board to prepare for the Board meetings and to enable discussions to focus
on any questions that they may have.
In line with the Manager’s commitment to limit paper wastage and reduce its carbon footprint, the Manager
no longer provides printed copies of Board papers and Directors are instead provided with tablet devices to
enable them to access and read Board and Board Committee papers prior to and at meetings. This initiative
also enhances information security as the papers are downloaded to the tablet devices through an encrypted
channel.
In addition to providing complete, adequate and timely information to the Board on Board affairs and issues
requiring the Board’s decision, Management also provides ongoing reports relating to the operational and
financial performance of the Manager, such as monthly management reports.
Where appropriate, informal meetings are also held for Management to brief Directors on prospective deals and
potential developments in the early stages before formal Board approval is sought.
The Board has separate and independent access to Management including the company secretary of
the Manager (Company Secretary) at all times. The Company Secretary attends to corporate secretarial
administration matters and is the corporate governance advisor on corporate matters to the Board and
Management. The Company Secretary attends Board meetings. The Board, whether as individual Director or
as a group, is also entitled to have access to independent professional advice where required, at the Manager’s
expense.
The AC also meets the internal and external auditors separately at least once a year, without the presence of the
CEO and Management and has unfettered access to any information that it may require.
(B) REMUNERATION MATTERS
Procedures for Developing Remuneration Policies
Principle 7:
There should be a formal and transparent procedure for developing policy on executive remuneration
and for fixing the remuneration packages of individual directors. No director should be involved in
deciding his own remuneration.
Level and Mix of Remuneration
Principle 8:
The level and structure of remuneration should be aligned with the long-term interest and risk
policies of the company, and should be appropriate to attract, retain and motivate (a) the directors
to provide good stewardship of the company, and (b) key management personnel to successfully
manage the company. However, companies should avoid paying more than is necessary for this
purpose.
Disclosure on Remuneration
Principle 9:
Every company should provide clear disclosure of its remuneration policies, level and mix of
remuneration, and the procedure for setting remuneration, in the company’s Annual Report.
It should provide disclosure in relation to its remuneration policies to enable investors to understand
the link between remuneration paid to directors and key management personnel, and performance.
The Manager is a subsidiary of CL. For FY 2015 and before, the Manager adhered to the remuneration policies
and practices of CL; this was after careful consideration of the remuneration policies and practices of CL and
being satisfied that such policies and practices would provide the Manager with a suitable remuneration policy.
