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Corporate
Governance
on changes to salient laws and regulations applicable to
CRCT or the Manager are also provided to the Directors.
Board Composition and Guidance
Principle 2: There should be a strong and independent
element on the Board, which is able to exercise objective
judgement on corporate affairs independently, in particular,
fromManagement and 10%shareholders. No individual or
small group of individuals should be allowed to dominate
the Board’s decision-making.
As of 11 March 2013, the Board comprises six Directors,
of whom three are Independent Non-Executive Directors.
ADirector is considered independent if he has no relationship
with the Manager, its related corporations, its shareholders
who hold 10% or more of the voting shares in the Manager,
Unitholders who hold 10% or more of the units in issue of
CRCT, or its offcers that could interfere, or be reasonably
perceived to interfere, with the exercise of the Director’s
independent business judgment in the best interests of
CRCT. The Board determined that Mr Liew Cheng San
Victor, Ms Chew Gek Khim and Mr Fong Heng Boo are
considered to be Independent Directors under the Code.
Non-Executive Directors actively participate in setting and
developing strategies and goals for management, and
reviewing and assessing management’s performance.
This enables management to beneft from their external
and diverse perspectives on issues that are brought before
the Board. It also enables the Board to interact and work
with management through a healthy exchange of ideas
and views to help shape the strategic process. Coupled
with a clear separation of the roles of the Chairman and the
Chief Executive Offcer, this provides a healthy, professional
relationship between the Board and management with
clarity of roles and robust deliberation on the business
activities of CRCT.
The composition of the Board is reviewed regularly to
ensure that the Board has the appropriate size and mix of
expertise and experience, and comprises persons who,
as a group, provide the necessary core competencies,
taking into consideration the nature and scope of CRCT’s
operations. The profles of the Directors are set out on
pages 15 to 20.
Chairman and Chief Executive Offcer
Principle3: There shouldbeaclear divisionof responsibilities
between the leadership of the Board and the executives
responsible for managing the company’s business. No one
individual should represent a considerable concentration
of power.
The roles of the Chairman and the Chief Executive Offcer
are separate and the positions are held by two different
persons. This is to ensure an appropriate balance of
power, increased accountability and greater capacity of
the Board for independent decision making. The division
of responsibilities between the Chairman and the Chief
Executive Offcer facilitates effective oversight and a clear
segregation of duties. The Chairman and the Chief Executive
Offcer are not immediate family members.
The Chairman leads the Board to ensure the effectiveness
on all aspects of its role and sets its agenda. He ensures
that the members of the Board receive accurate, clear
and timely information, facilitates the contribution of Non-
Executive Directors, encourages constructive relations
between Executive Directors, Non-Executive Directors
and management, ensures effective communication with
Unitholders and promotes a high standard of corporate
governance.
The Chairman also ensures that the Board works together
with management with integrity, competency and moral
authority, and that the Board constructively engages
management on strategy, business operations, enterprise
risk and other plans.
The Chief Executive Offcer is a Board member and has
full executive responsibilities over the business directions
and operational decisions of managing CRCT.
Board Membership
Principle 4: There should be a formal and transparent
process for the appointment and re-appointment of
directors to the Board.
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.
As the Manager is not itself a listed entity, the Manager
does not consider it necessary for the Board to establish
a nominating committee. It believes that the performance
of the Manager, and hence, its Board, is refected in the
long term success of CRCT. Thus, the Board performs the
functions that such a committee would otherwise perform,
namely, it administers nominations to the Board, reviews the
structure, size and composition of the Board, and reviews
Strengthening Fundamentals, Building a Sustainable Future 24