CORPORATE GOVERNANCE
• Internal guidelines and procedures for new investments
and divestments
• Guidelines and procedures in appointing vendors
for property management, marketing and project
management services, under the property
management agreements
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 Board is elected by the Manager’s shareholders to
lead and to supervise the management of the business
and affairs of the Manager and the Trust. The prime
stewardship responsibility of the Board is to ensure
that the Trust is managed in the best interest of all
stakeholders, which includes protecting CIT’s assets
and Unitholders’ interests and enhancing the value of
Unitholders’ investment in CIT.
The functions of the Board are defined broadly as follows:
• To provide entrepreneurial leadership, set strategic and
financial objectives, major corporate policies, annual
budgets, and ensure that the necessary financial and
human resources are in place for the Manager to meet
its objectives;
• To establish a framework of prudent and effective
controls which enables risk to be assessed and
managed;
• To review senior management performance; and
• To set the Manager’s values and standards and ensure
that obligations to shareholders and others are
understood and met.
In addition to the Audit, RiskManagement andCompliance
Committee (“ARCC”), the Board will be setting up a
Nominating and Remuneration Committee (“NRC”) in
2015 to assist in the discharging of appropriate and fair
oversight function and to comply with good corporate
governance.
The Board members as at 31 December 2014 are as
follows; the profiles of the directors are found on pages
18 to 22:
Name of Directors
Board
ARCC
Dr Chua Yong Hai
Chairman
Independent, Non-Executive Director
Mr Ooi Eng Peng
Independent, Non-Executive Director
Chairman
Mr Tan Guong Ching
Independent, Non-Executive Director
Member
Mr Michael Patrick Dwyer
(Alternate: Mr Victor Ong Wei Tak)
Non-Executive Director
Member
Mr Ian Andrew Smith
Non-Executive Director
Mr David Ian MacGregor
Non-Executive Director
Mr Akihiro Noguchi
Non-Executive Director
Mr Philip Henry Lewis Levinson
CEO and Executive Director
The Board oversees a system of internal controls and
business riskmanagement processes that set the guidelines
which govern matters reserved for Board’s decision and
approval. This includes approval limits for investments and
divestments, bank borrowings, capital expenditure and
cheque signatories. Appropriate delegation of authority for
approval of capital and operating expenditure and specified
financial transactions are also provided at Management
level to facilitate operational efficiency.
The Board meets at least once every quarter, and on
such other occasions that necessitate its involvement; to
CAMBRIDGE INDUSTRIAL TRUST | ANNUAL REPORT 2014
32
