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 believes that the current board size, composition
and balance between Executive, Non-Executive and
Independent Directors is appropriate 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 of skills, experience and core
competencies of its members, the Board is of the view that
it has the appropriate mix of expertise, experience and
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. An independent Director is one who has
no relationship with the Company, its related corporations,
its shareholders who hold 10% or more of the voting shares
of the Company or its officers that could interfere, or be
reasonably perceived to interfere, with the exercise of his
independent business judgement. In respect of financial
year ended 31 December 2015, 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. During the year, the Board
was briefed by the Management, WongPartnership LLP
as well as auditors on regulatory updates such as changes
in the REIT regulations, SGX-ST Main Board Listing Rules,
Companies Act amendment, brief introduction on the
Guidebook for Audit Committees in Singapore and MAS
Notice on Prevention of Money Laundering and Countering
The Financing of Terrorism.
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 3 years, subject to extension
for a further 3 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 which 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 Chief Executive Officer
Principle3:
Thereshouldbeacleardivisionofresponsibilities
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.
