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C A M B R I D G E I N D U S T R I A L T R U S T
A N N U A L R E P O R T 2 0 1 5
CORPORATE GOVERNANCE
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 the 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 and is responsible for implementing the CIT’s strategies
and policies. 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 shouldbe a formal and transparent process
for the appointment and re-appointment of Directors to the
Board.
Nominating and Remuneration Committee
The Manager has established a NRC to make
recommendations to the Board on all Director appointments
and related matters including the following:
• The review of structure, size and composition of the
Board and Board Committees;
• The review of succession plans for the Directors, CEO
and key management staff;
• The appointment and re-appointment of all Directors
(including any Alternate Director);
The NRC comprises of four Directors, the majority of whom,
including the Chairman of the NRC, are independent;
namely:
1 Mr Tan Guong Ching
Chairman
2 Dr Chua Yong Hai
Member
3 Mr Ooi Eng Peng
Member
4 Mr David Ian MacGregor
Member
Process and Criteria for Appointment of Directors
The NRC shall make recommendations to the Board on all
Board appointments, re-appointments and composition
of the Board, taking into account the balance between
Executive and Non-executive Directors, Independent and
Non-independent Directors, the scope and nature of the
operations of CIT and the requirements of the business.
In addition, the NRC takes into account that the Board
composition should reflect balance in matters such as
skill representation, tenure, experience, age spread and
diversity. The NRC identifies suitable candidates with
skills and experience that will complement the existing
Board and ensure that the candidate has sufficient time
available to commit to his responsibilities as a Director
for appointment to the Board. During the search process,
the NRC may also tap on the personal contacts of current
Directors and senior management for recommendations
of prospective candidates. The NRC will also consider
professional networking sessions, inputs from theManager’s
shareholders, and the use of third party executive/board
search firms at the company’s expense. Nominations of
incoming Directors may be made by any of the Manager’s
shareholders and are openly discussed and objectively
evaluated by the NRC before any appointment and/or
reappointment is made. Appointment of Directors is also
subject to MAS approval.
Annual Review of Directors’ Time Commitments
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 no maximum limit has been formally set by the
Board on the number of listed company board
representations a Director with multiple board
representations may hold, the NRC is of the view that the
duties of all Directors have been fully discharged based
on the time and attention devoted by each Director,
their individual abilities and their respective individual
contribution of skills, knowledge and experience and
their commitment to the affairs of CIT. The Board is of the
