Annual Report 2012 - singapore land limited

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8 Singapore Land Limited - Annual Report 2012 CORPORATE GOVERNANCE REPORT The Company is committed to maintaining high standards of corporate governance and this report outlines the Company’s corporate governance practices with reference to the principles and guidelines of the Singapore Code of Corporate Governance (“Code”). BOARD MATTERS Board’s Conduct of its Affairs The principal functions of the Board are to: (a) provide entrepreneurial leadership, set strategic objectives and commitments, review recommendations of the Nominating Committee (“NC”), Remuneration Committee (“RC”) and Audit Committee (“AC”) and ensure that the necessary fi nancial and human resources are in place for the Company to meet its objectives; (b) establish a framework of prudent and effective controls which enables risk to be assessed and managed, including safeguarding of shareholders’ interest and the Company’s assets; (c) review the business results of the Company and monitor the performance of Management; (d) identify the key stakeholder groups and recognize that their perceptions affect the Company’s reputation; (e) set the Company’s values and standards (including ethical standards), and ensure that obligations to shareholders and other stakeholders are understood and met; (f) consider the sustainability issues, e.g. environmental and social factors, as part of its strategic formulation, and (g) assume responsibility for corporate governance. The Board delegates certain functions to the NC, RC and AC. Each committee has its own written terms of reference. The Board meets on a quarterly basis and as and when warranted by circumstances. Telephonic conferences at Board meetings are permitted by the Company’s Articles of Association (“Articles”). The number of Board and Board Committee meetings held in 2012, as well as the attendance of each Board member at these meetings, are disclosed below: Attendance at 9 Audit Committee Meetings Attendance at 2 Nominating Committee Meetings Attendance at 2 Remuneration Committee Meetings Attendance at 4 Name Board Meetings Wee Cho Yaw 4 n/a 2 2 John Gokongwei, Jr. 4 n/a n/a n/a Lim Hock San 4 n/a n/a n/a James L. Go 4 9 2 2 Lance Y. Gokongwei 4 n/a n/a n/a Gwee Lian Kheng 4 n/a n/a n/a Hwang Soo Jin 4 n/a 2 2 Roberto R. Romulo 3 n/a 2 2 Tan Boon Teik * 1 2 1 n/a Wee Ee Lim 4 n/a n/a n/a Alvin Yeo Khirn Hai ** 2 8 n/a 1 Yang Soo Suan *** 2 5 1 n/a * Tan Boon Teik passed away on 10 March 2012 ** Alvin Yeo appointed as Chairman of AC from 19 March 2012 to 1 January 2013 *** Yang Soo Suan appointed as Director, member of AC and NC on 27 April 2012 and Chairman of AC on 2 January 2013
Singapore Land Limited - Annual Report 2012 9 CORPORATE GOVERNANCE REPORT The Company has adopted internal guidelines and fi nancial authority limits structure setting forth matters that require Board approval. Under the guidelines, Board approval is required for material commitments and payments of operating and capital expenditure. A formal letter setting out the Director’s duties and obligations is provided to each Director upon his appointment. The Company funds training programmes for the Directors, and has an orientation programme for incoming Directors to familiarize them with the Company’s business and governance practices. BOARD’S COMPOSITION AND GUIDANCE The Board comprises eleven Directors, of whom four, namely, M/s Hwang Soo Jin, Roberto R. Romulo, Alvin Yeo Khirn Hai and Yang Soo Suan (appointed on 27 April 2012) are considered independent directors. The independence of each Director is reviewed annually by the NC. Following the NC’s review, the Board is of the view that the independent directors make up at least one-third of the Board and that the current Board size is appropriate, taking into account the nature and scope of the Company’s operations. No individual or small group of individuals dominates the Board’s decision-making process. The Board consists of high calibre members with a wealth of knowledge, expertise and experience. As a group, the Directors contribute valuable direction and insight, drawing from their vast experience in matters relating to accounting, fi nance, legal, banking, business, management, property and general corporate matters. Brief description on the background of each Director is set out in the “Board of Directors” section of this Annual Report. CHAIRMAN AND CHIEF EXECUTIVE OFFICER To ensure an appropriate balance of power, increased accountability and a greater capacity of the Board for independent decision-making, the Company has a clear division of responsibilities at the top management level. Such division of responsibilities is established and agreed by the Board. The non-executive Chairman and the CEO have separate roles and they are not related to each other. The Chairman’s responsibilities include: (a) leading the Board; (b) setting the agenda and ensuring that adequate time is available for discussion of all agenda items, in particular strategic issues; (c) promoting a culture of openness and debate at the Board; (d) ensuring that the Directors receive complete, accurate and timely information; (e) ensuring effective communication with shareholders; (f) encouraging constructive relations within the Board and between the Board and Management; (g) facilitating the effective contribution of non-executive Directors in particular; and, (h) promoting high standards of corporate governance.
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SINGAPORE LAND LIMITED Company Regi
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Incorporated in the Republic of Sin
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