C A M B R I D G E I N D U S T R I A L T R U S T
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CORPORATE GOVERNANCE
The Board oversees a system of internal controls and
business risk management processes that set the guidelines
which govern matters reserved for the 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.
Various Board Committees, namely the ARCC, Nomination
and Remuneration Committee (“NRC”), Budget and
Finance Committee (“BFC”) and Investment Committee
(“IC”) have been constituted with clear written terms of
reference to assist the Board in the discharge of its functions.
Each of these Board Committees operates under delegated
authority from the Board. The Board may form other
Board Committees as dictated by business imperatives.
Membership of the various Board Committees is managed
to ensure an equitable distribution of responsibilities among
Board members, to maximise the effectiveness of the Board
and to foster active participation and contribution from
Board members. Diversity of experience and appropriate
skills are considered in the composition of the respective
Board Committees.
The Board meets at least once every quarter, and on
such other occasions that necessitate its involvement.
Members of the Board also meet periodically without
the presence of Management to discuss and review
Management performance. Where exigencies prevent
a Director attending a Board meeting in person the
Manager’s Articles of Association permit Board meetings
to be held by way of telephone conference or by means
of similar communication equipment by which all persons
participating in the meeting are able to hear and be heard
by all other participants. The Board and Board Committees
may also make decisions by way of resolutions in writing.
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 theManager’s values and standards and ensure that
obligations to shareholders and others are understood
and met.
