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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
A one day off-site board strategy meeting is organized
annually for in-depth discussion by the Board and the
Management on strategic issues and directions pertaining
to CIT and the Manager.
In addition to and independent of the information
provided above, Management remains available at
all times to answer any query raised by any Director.
Frequent dialogue and interaction take place between
Management and the Directors. The Directors are thus
able to access the Manager’s operations and information
at a deeper level, allowing them to better strategise and
guide CIT in their role as Directors. Furthermore, the
Board Papers Portal allows Board members to securely
access and read Board/Board Committee papers and
materials electronically at any place and any time, using
the Directors’ tablet devices.
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 regulations
are complied with. The appointment and the removal of
the Company Secretary is subject to Board’s approval. The
Company Secretary, together with the CEO ensures good
information flows between Management and the Directors.
The Board takes independent professional advice as and
when necessary, with approval from the Chairman, to enable
it to discharge its responsibilities effectively. Individual
Directors can seek independent professional advice with
the consent of the Chairman or ARCC Chairman. For
complex matters, the Board may from time to time appoint
a sub-committee to assist the Board in its deliberations and
to provide recommendations.
REMUNERATION MATTERS
Procedures for Developing Remuneration Policies
Principle 7:
There should be a formal and transparent
procedure for developing policy on executive remuneration
and for fixing the remuneration packages of individual
Directors. No Director should be involved in deciding his
own remuneration.
Level and Mix of Remuneration
Principle 8:
The level and structure of remuneration should
be aligned with the long-term interest and risk policies
of the company, and should be appropriate to attract,
retain and motivate (a) the Directors to provide good
stewardship of the company, and (b) key management
personnel to successfully manage the company. However,
companies should avoid paying more than is necessary for
this purpose.
Disclosure on Remuneration
Principle 9:
Every company should provide clear disclosure
of its remuneration policies, level and mix of remuneration,
and the procedure for setting remuneration, in the
company’s Annual Report. It should provide disclosure in
relation to its remuneration policies to enable investors to
understand the link between remuneration paid to Directors
and key management personnel, and performance.
Procedures for Developing Remuneration Policies
CIT, constituted as a trust, is externally managed by the
Manager and accordingly, it has no personnel of its own.
Through the NRC, the Board has instituted a formal and
transparent procedure in developing remuneration policies
and framework relating to the CEO and Non-executive
Directors. Directors’ fees and the CEO’s remuneration,
including all employees of the Manager are paid by the
Manager and not the Trust. There are no directors’ fees
paid to the CEO and Non-Independent Non-Executive
Directors.
Guided by the Remuneration Framework, NRC with the
endorsement of the Board, reviews on periodic basis:
• the directors’ fees and allowances provided to the
Independent Directors
• remuneration components of the CEO, as well as the Key
Management Personnel. Directors do not decide on their
own fees.
Directors’ Fees
All Independent Directors are appointed for a period of 3
years and is subject to extension for a further 3 years at the
discretion of the Board and the shareholders. Accordingly,
