Board Membership
Principle 4:
There should be a formal and transparent process for the appointment and re-appointment of
directors to the Board.
The Manager does not have a nominating committee. In view that the Manager is a dedicated
manager to only CRCT, and taking into account the activities and scale of business of CRCT, the
limited number of independent director appointment and the fact that independent directors
constitute more than half of the Board of the Manager, the Board considers that the objectives of a
nominating committee may be achieved by the full Board (of which comprises a majority of
independent Directors) undertaking the responsibilities of a nominating committee. Therefore, 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 the
independence of Board members. Directors of the Manager are not subject to periodic retirement by
rotation.
Under the Code, the composition of the Board, including the selection of candidates for new
appointments to the Board as part of the Board’s renewal process, is determined using the following
principles:
(a) the Board should comprise Directors with a broad range of commercial experience, including
expertise in fund management, the property industry, banking and legal fields; and
(b) at least one-third of the Board should comprise independent Directors. Where, amongst other
things, the Chairman of the Board is not an independent Director, at least half of the Board
should comprise independent Directors.
Renewal or replacement of Board members do not necessarily reflect their contributions to date, but
may be driven by the need to position and shape the Board in line with the evolving needs of CRCT
and its business.
The selection of candidates is evaluated taking into account various factors including the current and
mid-term needs and goals of CRCT, as well as the relevant expertise of the candidates and their
potential contributions. Candidates may be put forward or sought through contacts and
recommendations.
Guideline 4.4 of the Code recommends that the Board determine the maximum number of listed
company board representations which any director may hold and disclose this in the annual report.
The Board is of the view that, the limit on the number of listed company directorships that an
individual may hold should be considered on a case-by-case basis, as a person’s available time and
attention may be affected by many different factors such as whether they are in full-time employment
and their other responsibilities. A Director with multiple directorships is expected to ensure that
sufficient attention is given to the affairs of the Manager in managing the assets and liabilities of
CRCT for the benefit of Unitholders. The Board believes that each individual Director is best placed
to determine and ensure that he is able to devote sufficient time and attention to discharge his duties
and responsibilities as a Director of the Manager, bearing in mind his other commitments. In
considering the nomination of Directors for appointment, the Board will take into account, amongst
other things, the competing time commitments faced by Directors with multiple Board memberships.
All Directors had confirmed that notwithstanding the number of their individual listed company board
representations and other principal commitments, which the Directors held, they were able to devote
sufficient time and attention to the affairs of the Manager in managing the assets and liabilities of
CRCT for the benefit of Unitholders. The Board is of the view that the current commitments of each
of its Directors are reasonable and each of the Directors is able to and has been adequately carrying
out his duties.
Delivering Performance | 31
