CapitaLand is committed to maintaining the highest standard of corporate governance and transparency in order to safeguard the interests of its shareholders, lenders and other stakeholders. It has put in place a system for decision-making and self-regulation. CapitaLand has also implemented monitoring mechanisms and adopted appropriate transparency and disclosure policies.

BOARD OF DIRECTORS AND COMMITTEES

a) Board of Directors

All directors of CapitaLand are persons with good character, integrity and experience. There are a total of ten directors. Except for Mr Liew Mun Leong who is the President & Chief Executive Officer of the Group, the rest are non-executive directors.

The Board meets at least four times a year. Apart from its statutory responsibilities, it approves the Group's strategic plans, key initiatives, major investments and funding decisions; reviews the financial performance of the Group; and decides on compensation of senior management personnel. These duties are discharged either directly or through various Board committees, and through a system of Delegation of Authority to management personnel. Such delegation enables operational efficiency and encourages management decision-making while maintaining control over major Group policies and decisions.

b) Audit Committee

The Audit Committee consists of three members, Mr Sum Soon Lim as Chairman, Mr Hsieh Fu Hua and Mr Lucien Wong. During the financial year, Mr Seah Choo Meng and Mrs Penny Goh also served as Audit Committee members. All are non-executive and independent directors.

The Audit Committee met four times in 2000 and performed the following functions:

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Reviewed the audited financial statements and auditors' report;

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Reviewed the half-year and annual results and public announcement;

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Reviewed with the external auditors their audit plan, audit findings and management's follow-up actions;

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Reviewed with the external auditors the impact of new or proposed changes in accounting policies or regulatory requirements on the financial statements;

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Approved the annual internal audit plan and reviewed the scope and results of the internal audit as well as management's responses;

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Approved the guidelines on interested person transactions and sale of properties;

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Reviewed directors' interests in contracts and significant related party transactions; and

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Reviewed proposals to changes in financial regulations before making appropriate recommendation to the Board.
c) Investment Committee

The Investment Committee is chaired by Mr Philip Yeo and comprises Mr Hsuan Owyang, Mr Liew Mun Leong, Mr Jackson Peter Tai and Mr Hiew Yoon Khong, the Chief Financial Officer of the Group. Mr Sum Soon Lim also served as Investment Committee member during the year. In the financial year under review, the Committee considered and approved investment proposals and major funding decisions.

d) Executive Resource and Compensation Committee

The Executive Resource and Compensation Committee (ERCC) is chaired by Ms Ho Ching, President & Chief Executive Officer of the Singapore Technologies Group, which is CapitaLand's holding company. The Committee also comprises Mr Hsuan Owyang, Sir Alan Cockshaw, Mr Lim Chin Beng and Mr Jackson Peter Tai, all of whom are non-executive and independent directors.

The responsibilities of the ERCC during the financial year include:

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Establishing compensation policies for key executives;

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Approving salary reviews, bonus and incentives for key executives;

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Reviewing and approving the Share Option Plan, Performance Share Plan and Restricted Stock Plan;

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Approving and reviewing succession plans for key positions; and

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Overseeing the career development of high potential executives.
e) Nominations Committee

The Nominations Committee is chaired by Ms Ho Ching and the members are Mr Hsuan Owyang, Mr Liew Mun Leong, Sir Alan Cockshaw, Mr Lim Chin Beng and Mr Jackson Peter Tai.

This committee was formed to oversee the composition of the boards and committees in the CapitaLand Group of companies. All appointments to the Board of CapitaLand Limited will be reviewed by this Committee for submission to the Board. In addition, all appointments to listed subsidiaries and holding companies of strategic business units and appointments of independent directors to listed companies in which the Group has management control have to be approved by the Nominations Committee.

f) Budget and Finance Committee

The Budget and Finance Committee was formed on 12 February 2001 to assist the Board primarily in reviewing the annual budget and the financial policies of the Group. The Committee is chaired by Mr Hsuan Owyang and the members are Mr Jackson Peter Tai, Mr Liew Mun Leong and Mr Hiew Yoon Khong.

The terms of reference for this Committee are to review the Group's annual financial plan, quarterly performance, full year forecast and 5-year outlook, and to review the CapitaLand Group Finance Manual comprising policies, procedures and guidelines in areas such as accounting, treasury, investment appraisal, management and statutory reporting, and corporate governance.

g) Corporate Disclosure Committee

The Corporate Disclosure Committee was also formed on 12 February 2001. It is chaired by Mr Sum Soon Lim with Mr Liew Mun Leong and Mr Lucien Wong as members.

The function of the Committee is to review corporate disclosure issues and ensure that CapitaLand adopts good corporate governance and pursues best practices in terms of transparency to shareholders and investing community.

TRANSPARENCY, DISCLOSURE & DISSEMINATION OF INFORMATION

CapitaLand believes in the spirit of more transparency and disclosure and the fostering of better communication.
To achieve this objective, the Group:

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Produces a comprehensive annual report and various newsletters and corporate brochures;

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Issues prompt media releases or holds press conferences on significant acquisitions and divestments, and any major events and initiatives undertaken by the Group;

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Updates its corporate website regularly; and

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Holds regular press conferences and issues press releases on the Group's performance and business direction. Statement of Compliance

The Board of Directors confirms that during the financial year ended 31 December 2000, the Company has complied with CapitaLand Corporate Governance Policy which is based on SGX Best Practices Guide.