CORPORATE GOVERNANCE
and provides sufficient diversity without interfering with
efficient and effective decision-making. It allows for a
balanced exchange of views, robust deliberations and
debates among members and effective oversight over
Management, ensuring no individual or small group
dominates the Board’s decisions or its process.
With the background staff skills, experience and core
competencies of its members, the Board is of the view
that it has the appropriate mix of expertise and experience,
skills needed in the strategic direction and planning of the
business of CIT.
The composition of the Board is reviewed periodically to
ensure that the board size is appropriate and comprises
directors with an appropriate mix of expertise, skills, and
experience to discharge their duties and responsibilities.
The Board also reviews periodically and at least annually
the independence of its directors based on guidelines set
out under the Code. In respect of financial year ended 31
December 2014, Dr Chua Yong Hai, Mr Ooi Eng Peng, and
Mr Tan Guong Ching are considered independent.
To enable the Board of Directors to be able to properly
discharge their duties and responsibilities as Board or
Board Committee members, the Board is provided with
routine updates on developments and changes in the
operating environment, including revisions to accounting
standards, and laws and regulations affecting CIT and/
or the Manager. Directors are also encouraged to
participate in industry conferences, seminars and training
programmes in connection with their duties.
Newly appointed directors are given induction trainings
on joining the Board together with an induction pack
which includes constitutional documents of CIT and the
Manager, contact information of each Board member,
Management staff and Company Secretary. The training
covers business activities of CIT, its strategic directions
and policies, the regulatory environment in which CIT
and the Manager operate, and the Manager’s corporate
governance practices, statutory and other duties and
responsibilities as directors. Where a director has no
prior experience as a director of a listed company, further
training in areas such as accounting, legal and industry-
specific knowledge is provided.
As a principle of good corporate governance, all directors
are appointed for three years, subject to extension for
a further three years at the Board’s and shareholders’
discretion. Letters of appointment are issued to directors
upon their appointment, which sets out their duties and
responsibilities to the Manager and CIT. This includes
seeking the Chairman’s prior approval before accepting
additional commitments as they may affect time allocated
to their role as a director of the Manager.
None of the directors of the Manager has entered into
any service contract directly with CIT.
CHAIRMAN AND CEO
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.
The roles of the Chairman and the CEO are separate. The
Chairman and the CEO are not related to each other, nor
is there any business relationship between them. This is
consistent with the principle of instituting an appropriate
balance of power and authority.
The Chairman of the Board is an Independent Director.
He leads the Board, ensures its effectiveness on all
aspects of its role; sets its meeting agenda and ensures
that adequate time is available for discussion for all
agenda items; promotes a culture of openness and
debate at the Board; arranges for directors to receive
accurate, timely and clear information; monitors CEO’s
effective communication with Unitholders and other
stakeholders; encourages constructive relations within
the Board and between the Board and Management;
facilitates the effective contribution of non-executive
directors and promotes high standards of corporate
governance in general.
The CEO has full executive responsibilities over
the business direction and operational decisions in
managing CIT. He ensures the quality and timeliness of
the flow of information between Management and the
Board, Unitholders and other stakeholders.
BOARD MEMBERSHIP
Principle 4: There should be a formal and transparent
process for the appointment and re-appointment of
directors to the Board.
For Financial Year 2014, the Board retains the responsibility
for the identification, review and appointment of suitable
candidates to join the Board as its members, taking into
CAMBRIDGE INDUSTRIAL TRUST | ANNUAL REPORT 2014
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