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CapitaLand observes high standards
of corporate conduct in line with the
Principles of the Code of Corporate
Governance 2005 (the “Code”). We
believe that each company needs to
develop and maintain sound policies
and practices to meet its specific
business needs and to provide a solid
foundation for a trusted and respected
business enterprise. We remain
focused on the substance and spirit
of the Principles of the Code while
achieving operational excellence and
delivering on the Group’s long term
strategic objectives.
This Report on our corporate
governance arrangements for financial
year 2006 (“Report”) discusses our
application of good governance
principles in building a company
committed to integrity, excellence
and its people. The application is
underpinned by sound systems of
internal controls and accountability,
which will help to promote and drive
long term sustainable growth and
shareholder value.
The following sections covering
each of the Principles outline our
policies and practices.
(A) BOARD MATTERS
Principle 1:
Board’s Conduct of Affairs
CapitaLand is led by an effective
Board comprising a majority of non-executive
directors independent of
Management. Each director brings
to the Board his skills, experience,
insights and sound judgment. Together
and individually, in the course of
deliberations, the directors are
obliged to act in good faith and consider at all times the interests of
the Company.
The key roles of our Board are to:
• Guide the corporate strategy
and directions of the Group;
• Ensure that Senior Management
discharges business leadership and
the highest quality of management
skills with integrity and enterprise;
and
• Oversee the proper conduct of
the Group’s business.
The Board currently comprises
12 directors, of whom 11 are non-executive
directors. They are business
leaders and professionals with
governmental, financial, banking, tax,
trading, real estate, transport and
legal background. Profiles of the
directors are found on this Report.
To maintain effective supervision
and accountability at each of the
Board and Management levels,
the positions of Chairman and
Chief Executive Officer (“CEO”) are
held by two persons.
The Chairman is Dr Hu Tsu Tau who
brings with him a wealth of experience
both in the Singapore Government (as
a former Cabinet Minister) and in a
major global company (as previous
Chairman and Chief Executive of the
Shell Group of companies in Singapore).
The sole executive director is Mr Liew
Mun Leong, who is also the President
and CEO.
The Board meets regularly to
review the key activities and business
strategies of the Group, at least once
every quarter, and as required by
business imperatives. The Board deliberates on strategic policies
of the Group, including significant
acquisitions and divestments,
approving the annual budget,
reviewing the performance of the
Group’s businesses, and approving
the release of the quarterly, half-yearly
and full-year results. The Audit
Committee is delegated the authority
by the Board to review such results.
A total of five Board meetings was
held in 2006.
A matrix of the Board members’
participation in the various Board
committees is set out in
this Report. This reflects each Board
member’s additional responsibilities
and special focus on the respective
Board committees.
We believe in the manifest
contribution of our directors beyond
attendance at formal Board and Board
committee meetings. CapitaLand’s
directors who are all professionals with
diverse experience are able to provide
proper guidance on the strategic
direction of the Group’s businesses.
To judge a director’s contribution based
on his attendance at formal meetings
alone would not do justice to his overall
contribution, which includes being
accessible to Management for guidance
or exchange of views outside the
formal environment of Board meetings.
Each director brings experience
and objective perspective which,
together with strategic networking
relationships, serve to further the
interests of the Group.
The Board has adopted a set
of internal controls which sets out
approval limits for capital expenditure,
investments and divestments, bank
borrowings and signature of cheques at
Board level. Approval sublimits are
also provided at Management levels
to facilitate
operational efficiency. |
