(d) matters which involve a conflict of interest for a controlling unitholder or a Director.
Various Board Committees, namely the Audit Committee (AC), Corporate Disclosure Committee
(CDC) and Executive Committee (EC) have been constituted with clear written terms of reference to
assist the Board in the discharge of its functions. The composition of the various Board Committees
is set out on page 43 of the Annual Report.
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 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 in
the composition of the respective Board Committees.
The Board has adopted a set of internal controls which establishes approval limits for, amongst other
things, capital expenditure, investments, divestments and debts. Apart from matters that specifically
require the Board’s approvals, the Board 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
exigencies prevent a Director from attending a Board meeting in person, the Articles of Association
of the Manager permit the Director to participate 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 FY 2014. A table showing the attendance record of
Directors at meetings of the Board and AC during FY 2014 is set out on page 43 of the Annual Report.
The Manager believes in the manifest contribution of its Directors beyond attendance at formal Board
and Board Committees meetings. To judge a director’s contributions based on his attendance at
formal meetings alone would not do justice to his overall contributions, which include being
accessible by Management for guidance or exchange of views outside the formal environment of
Board and Board Committees meetings.
The Manager provides suitable training for Directors. Upon appointment, each Director is provided
with a formal letter of appointment and is also given a copy of the Directors’ Manual (which includes
information on a broad range of matters relating to the role of a director). All Directors on appointment
are required to undertake an induction programme to familiarise themselves with matters relating to
the business activities of CRCT, its strategic directions and policies, the regulatory environment in
which CRCT operates and the Manager’s corporate governance practices. The Manager also
provides appropriate training for first-time directors including industry-specific knowledge.
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 Directors or Board Committee members.
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