consideration the candidate’s skill, experience, ability to
perform, commitments, independence and the needs of
the Board. Directors of the Manager are not subject to
periodic retirement by rotation.
APPOINTMENT OF DIRECTORS
The Board, however, recognises that Board renewal
is a continuous process and one that is essential for
ensuring that the Board remains relevant in CIT’s
business environment. Nominations, which may be
made by any of the Manager’s shareholders, are openly
discussed and objectively evaluated by the Board
before any appointment and/or reappointment is made.
Appointment of directors is also subject to MAS approval.
The Code requires listed companies to fix the maximum
number of Board representations on other listed
companies that their directors may hold and to disclose
this in their annual report. Although some of the directors
have other listed company board representations and
commitments, the Board considers, through assessment
of the Board’s performance, that the individual directors
have devoted sufficient time and attention to their role
as a director and to the affairs of the Manager. The Board
is of the view that such appointments do not hinder the
directors from carrying out their duties as directors of
the Manager and therefore believes that it would not
be necessary to prescribe a maximum number of listed
company board representations a director may hold.
NRC
To enhance the transparency process in the appointment
and re-appointment of directors to the Board, the
Manager will be establishing a NRC in 2015. The NRC
comprises the following directors:
1. Mr Tan Guong Ching
Chairman (Independant, Non-Executive Director)
2. Dr Chua Yong Hai
Member (Independant, Non-Executive Director)
3. Mr David Ian MacGregor
Member (Non-Executive Director)
BOARD PERFORMANCE
Principle 5: There should be a formal annual assessment
of the effectiveness of the Board as a whole and its board
committees and the contribution by each director to
the effectiveness of the Board.
The Board has in place a formal process to annually assess
the effectiveness of the Board and the ARCC through
feedback from individual directors on areas relating to
the Board’s and ARCC’s competencies and effectiveness.
All directors are requested to complete a Board Evaluation
Questionnaire designed to seek their view on the various
aspects of the Board and the ARCC performance so as
to assess the overall effectiveness of the Board and the
ARCC. The results of the evaluation will be reviewed by
the Board. Action plans will be implemented for areas
which the Board are of the view that improvements are
required to enhance the overall effectiveness of the Board
and the ARCC.
Individual director’s performance is evaluated annually
and informally on a continual basis by the Board. The
criteria taken into consideration include the value of
contribution to the development of strategy, attendance
at Board and ARCCmeetings, the degree of preparedness,
industry and business knowledge and experience each
director possess which are crucial to the business of CIT
and the Manager.
ACCESS TO INFORMATION
Principle 6: In order to fulfil their responsibilities,
directors should be provided with complete, adequate
and timely information prior to board meetings and on
an ongoing basis so as to enable them to make informed
decisions to discharge their duties and responsibilities.
All directors have unrestricted access to CIT’s and the
Manager’s records and information. A Deed of Access,
which sets out their rights to access or inspect the
records and information, is issued to directors upon their
appointment.
The Board is provided with timely and complete
information both prior to board meetings and on an
ongoing basis so as to allow the Board to make informed
decisions to discharge its duties and responsibilities.
Generally, board papers are distributed at least one
week prior to Board meetings to ensure that directors
have sufficient time to review the information provided.
However, sensitive matters may be tabled at the meeting
itself, or discussed without papers being distributed.
Board members have separate and independent access
to Management as well as to the Company Secretary.
The Company Secretary attends all Board meetings and
ensures that board procedures and applicable rules and
CAMBRIDGE INDUSTRIAL TRUST | A WINNING FORMULA
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