Non-executive Directors (save for Directors who are employees of CL or CapitaMalls Asia Limited
(CMA)) receive Directors’ fees which are payable by way of cash and units in CRCT (Units). The
Manager believes that the payment of a portion of the Directors’ fees in Units will serve to align the
interests of such Directors with that of Unitholders and CRCT’s long-term growth and value.
Director’s Fees
1,2
Board Members
FY 2014
FY 2013
Liew Cheng San Victor
S$129,000
S$129,000
Lim Ming Yan
N.A.
4
S$117,000
3
Chew Gek Khim
5
S$11,143
S$91,000
Fong Heng Boo
S$89,572
6
S$76,000
Christopher Gee Kok Aun
7
S$68,291
N.A.
Professor Tan Kong Yam
8
S$10,161
N.A.
Ng Kok Siong
N.A.
4
S$94,000
3
Tony Tan Tee Hieong
N.A.
N.A.
N.A.: Not Applicable.
1 Inclusive of attendance fees of (a) S$2,000 per meeting attendance in person, (b) S$1,700 per meeting attendance via
teleconferencing or video conferencing, and (c) S$1,000 per meeting attendance at project and verification meetings subject
to a maximum of S$10,000 per Director per annum. Directors’ fees are subject to the approval of the Manager’s sole
shareholder.
2 Each non-executive Director (save for non-executive Directors who are employees of CL or CMA) shall receive up to 20% of
his Directors’ fees in the form of Units (subject to rounding adjustments). The remainder of the Directors’ fees shall be paid
in cash. No new Units will be issued for this purpose as these Units will be paid by the Manager from the Units it holds.
3 In respect of non-executive Directors who are employees of CL or CMA, their Directors’ fees in respect of FY 2013 were paid
to CL and CMA respectively in cash.
4 With effect from FY 2014, non-executive Directors who are employees of CL or CMA do not receive Directors’ fees.
5 Chew Gek Khim resigned as a non-executive independent Director and ceased to be the Chairperson of the AC with effect
from 5 February 2014. All Directors’ fees paid and payable to Chew Gek Khim were paid/will be paid in cash.
6 Fong Heng Boo was appointed as Chairman of the AC with effect from 5 February 2014.
7 Christopher Gee Kok Aun was appointed as a non-executive independent Director and a member of the AC with effect from
24 January 2014.
8 Professor Tan Kong Yam was appointed as a non-executive independent Director and a member of the AC with effect from 31
October 2014.
(C) ACCOUNTABILITY AND AUDIT
Accountability
Principle 10:
The Board should present a balanced and understandable assessment of the company’s
performance, position and prospects.
The Manager provides Unitholders with quarterly and annual financial statements. In presenting the
annual and quarterly financial statements to Unitholders, the Board aims to provide Unitholders with
a balanced, clear and understandable assessment of CRCT’s performance, position and prospects.
In order to achieve this, Management provides the Board with management accounts on a monthly
basis and such explanation and information as any Director may require, to enable the Directors to
keep abreast, and make a balanced and informed assessment, of CRCT’s financial performance,
position and prospects.
The Manager believes in conducting itself in ways that seek to deliver maximum sustainable value to
Unitholders. Best practices are promoted as a means to build an excellent business for Unitholders
and the Manager is accountable to Unitholders for CRCT’s performance. Prompt fulfilment of
statutory reporting requirements is but one way to maintaining Unitholders’ confidence and trust in
the capability and integrity of the Manager.
Corporate Governance
34 | CapitaRetail China Trust Annual Report 2014
