Page 29 - ar2013

Corporate Governance
& Sustainability
27
Following their appointment,
Directors are provided with
opportunities for continuing
education in areas such as Directors’
duties and responsibilities, changes
to regulations and accounting
standards and industry-related
matters so as to be updated on
matters that affect or may enhance
their performance as Board or Board
Committee members.
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.
The Board comprises six Directors,
of whom three are independent
non-executive Directors who have
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
officers that could interfere, or be
reasonably perceived to interfere,
with the exercise of the Directors’
independent business judgement in
the best interests of CRCT.
The size and composition of
the Board is reviewed regularly
to ensure that the Board is of
appropriate size and has an optimal
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 profiles
of the Directors are set out on pages
17 to 23 of the Annual Report.
The Directors are business
leaders and professionals with
financial, banking, real estate,
legal, investment and accounting
backgrounds. The varied
background of the Directors
enables Management to benefit
from their external, diverse and
objective perspectives on issues
brought before the Board. It also
enables the Board to interact and
work with Management through
a robust exchange of ideas and
views to help shape the strategic
process. This, together with the
separation of the roles of the
Chairman and the Chief Executive
Officer, provides a healthy
professional relationship between
the Board and Management with
clarity of roles and facilitates
robust deliberation on the business
activities of the CRCT.
The independence of each Director
is reviewed by the Board upon
appointment, and thereafter annually
and as and when circumstances
require. The Board has determined
that Mr Liew Cheng San Victor, Mr
Fong Heng Boo and Mr Christopher
Gee Kok Aun to be Independent
Directors under the Code.
Chairman and Chief Executive
Officer
Principle 3:
There should be a clear division
of 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.
To maintain an appropriate balance
of power, increased accountability
and greater capacity of the Board
for independent decision making,
the roles and responsibilities of
Chairman and Chief Executive
Officer are held by separate
individuals.
The independent non-executive
Chairman is responsible for leading
the Board and ensuring that the
Board is effective on all aspects of
its role, while the Chief Executive
Officer is responsible for the overall
operation of the CRCT’s business.
The Chairman and Chief Executive
Officer are not immediate family
members.
The Chairman ensures that
the members of the Board and
Management work together
with integrity, competency and
moral authority, and that the
Board constructively engages
Management on strategy, business
operations, enterprise risk and other
plans. The Chairman also approves
the agendas for the Board meetings
and ensures sufficient allocation
of time for thorough discussion of
each agenda item.
The Chief Executive Officer is
a Board member and has full
executive responsibilities over the
business directions and operational
decisions of CRCT. He ensures the
quality and timeliness of the flow of
information between Management
and the Board. He is also responsible
for ensuring that the Manager
complies with the Principles and
Guidelines of the Code.
Board Membership
Principle 4:
There should be a formal and
transparent process for the
appointment and re-appointment
of directors to the Board.
As the Manager is not a listed entity,
it does not have a nominating
committee. Thus, the Board
performs the functions that such
a committee would otherwise