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26 Clarity CapitaRetail China Trust Annual Report 2013
Corporate
Governance
there is any material deviation
from any Principle of the Code,
an explanation has been provided
within this report.
(A) BOARD MATTERS
The Board’s Conduct of Affairs
Principle 1:
Every company should be headed
by an effective Board to lead
and control the company. The
Board is collectively responsible
for the long-term success of
the company. The Board works
with Management to achieve
this objective and Management
remains accountable to the Board.
The Manager is led by a Board of
Directors (Board), with independent
non-executive Directors constituting
half of the Board. Each Director
brings to the Board skills, experience,
insights and sound judgement, which
together with strategic networking
relationships, serve to further the
interests of CRCT. At all times,
the Directors are collectively and
individually obliged to act honestly
and with diligence, and consider the
best interests of Unitholders.
The Board oversees the affairs of
the Manager, in furtherance of the
Manager’s primary responsibility to
manage the assets and liabilities of
CRCT for the benefit of Unitholders.
The Chief Executive Officer, who
is assisted by management team
of the Manager (Management),
is responsible for the day-to-day
management and overall operation
of CRCT’s business.
The Board provides leadership
to Management, sets strategic
directions and oversees the
competent management of CRCT.
The Board establishes goals for
Management and monitors the
achievement of these goals. It
ensures that proper and effective
controls are in place to assess
and manage business risks and
compliance with requirements under
the Listing Manual, the Property
Funds Appendix, as well as any other
applicable guidelines prescribed
by the SGX-ST, the MAS or other
relevant authorities, and applicable
laws. It also sets the disclosure and
transparency standards for CRCT
and ensures that obligations to
Unitholders and other stakeholders
are understood and met.
Various Board Committees, namely
the Audit Committee, Corporate
Disclosure Committee and
Executive Committee have been
constituted with clear written Terms
of Reference to assist the Board in
the discharge of its functions.
Each of these Board Committees
operates under delegated authority
from the Board. The Board may
form other Board Committees as
dictated by business imperatives.
Membership of the various Board
Committees is carefully managed
to ensure an equitable distribution
of responsibilities among Board
members, to maximise the
effectiveness of the Board and
to foster active participation and
contribution from Board members.
Diversity of experience and
appropriate skills are considered.
A table of the Board members’
participation in the various Board
Committees is set out on page 38
of the Annual Report. This reflects
each Board member’s additional
responsibilities and special focus in
the respective Board Committees.
The Board has adopted a set of
internal controls which establishes
approval limits for, amongst others,
capital expenditure, investments
and divestments and bank
borrowings. Apart from matters
that specifically require the Board’s
approval – such as the issue of new
units, income distributions and other
returns to Unitholders – the Board,
while approving certain transactions
exceeding certain threshold limits,
delegates authority for transactions
below those limits to Board
Committees and Management.
Approval sub-limits are also
provided at Management level to
optimise operational efficiency.
The Board meets at least once every
quarter, and as required by business
imperatives. Where a physical
Board meeting is not possible,
the Articles of Association of the
Manager permit the Directors to
meet via teleconferencing or video
conferencing. The Board and Board
Committees may also make decisions
by way of resolutions in writing.
A total of four Board meetings
were held in the financial year 2013.
A table showing the attendance
record of Directors at Board and
Audit Committee meetings during
the year under review is set out on
page 38 of the Annual Report.
Board meetings for each year
are scheduled in advance in
the preceding year to facilitate
Directors’ individual administrative
arrangements in respect of
competing commitments.
The Manager provides suitable
training for Directors. Upon
appointment, each Director
is provided a formal letter of
appointment setting out various
information including duties and
obligations as a Director. Newly
appointed Directors are briefed on
the business activities of CRCT, its
strategic directions and policies, the
regulatory environment in which
CRCT operates and the Manager’s
corporate governance practices.