REPORT FOR THE PERIOD FROM 1 JANUARY 2012 TO 31 DECEMBER 2012
Capitaland limited (the "Company") observes high
standards of corporate conduct in line with the principles
of the Code of Corporate Governance ("Code"). the Code
was revised by the Monetary authority of Singapore in
May 2012 and although it takes effect only for companies
in respect of annual reports relating to financial years
commencing from 1 July 2012, the Company has revised
its policies and practices (including its Board Charter and
terms of reference of its Board Committees) to adhere
to the revised Code. Where there is any material deviation,
an explanation has been provided within this report.
The Company believes in developing and maintaining
sound and transparent policies and practices to meet
its business needs as a trusted and respected business
enterprise. it remains focused on the substance and spirit
of the principles of the revised Code while achieving
operational excellence and delivering the Group's long
term strategic objectives.
This report on the Company's corporate governance
practices for financial year 2012 describes its application
of good governance principles in building a company
committed to integrity, excellence and its people. the
application is underpinned by sound and robust systems
of internal controls and accountability to promote and
drive long-term sustainable growth and shareholder value.
The following sections covering each of the principles
of the revised Code outlines the Company's policies
and practices.
(A) BOARD MATTERS
Principle 1 : Board's Conduct of Affairs
Principle 2 : Board Composition and Guidance
Principle 3 : Chairman and Chief Executive Officer
Principle 4 : Board Membership
Principle 5 : Board Performance
Principle 6 : Access to Information
(B) REMUNERATION MATTERS
Principle 7 : Procedures for Developing Remuneration Policies
Principle 8 : Level and Mix of Remuneration
Principle 9 : Disclosure on Remuneration
(C) ACCOUNTABILITY AND AUDIT
Principle 10 : Accountability
Principle 11 : Risk Management and Internal Controls
Principle 12 : Audit Committee
Principle 13 : Internal Audit
(D) SHAREHOLDER RIGHTS AND RESPONSIBILITIES
Principle 14 : Shareholder Rights
Principle 15 : Communication with Shareholders
Principle 16 : Conduct of Shareholder Meetings
ADDITIONAL COMMITTEES
DEALINGS IN SECURITIES
DIRECTORS' REMUNERATION
