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4. Ensuring the execution of works by the Property Manager, who provides property management, marketing and project
management services, pursuant to the property management agreement, meets it objectives.
5. Establish a framework of prudent and effective controls which enables fnancial, operational and compliance risks, to be
assessed and managed.
6. The Board of Directors of the Manager (the “Board”) also approves appointments and resignations of directors.
The Manager has adopted a set of internal guidelines and fnancial regulations, which set out approval limits for, amongst others,
capital expenditure, new investments and divestments, and operation of bank accounts. The Board approves transactions
exceeding certain limits, while delegating authority for transactions below those limits to the Investment Committee. For
transactions below a certain level, the authority is further delegated to Management, to facilitate operational effciency.
A-REIT is externally managed by the Manager and accordingly, it has no direct-hired employee. The Manager appoints
experienced and well-qualifed executives to handle its day-to-day operations. The Board is also assisted by the Audit Committee,
the Investment Committee, the Nominating Committee, the Corporate Disclosure Committee and the Human Resource and
Remuneration Committee.
The Board meets at least fve times a year to discuss and review key activities such as strategies, policies, potential acquisitions
and fnancial performance of A-REIT, including approving the quarterly and full-year fnancial results. As and when necessary,
Board meetings are also supplemented by resolutions circulated to the Directors for decision.
The Board oversees the management (the “Management”) and the corporate governance of the Manager, including establishing
goals for Management and monitoring the achievement of such goals. The Board decides on matters relating to corporate
governance, business operations and risks, fnancial performance, and the appointment and resignation of directors. The Board
has established an oversight framework for the Manager and A-REIT, including a system of internal controls which enables risks
to be assessed and managed.
The Board meets every quarter to discuss and review the fnancial performance of A-REIT, including any signifcant acquisitions
and disposals. The Board also reviews the risks relating to the assets of A-REIT, examines liabilities, and comments from the
auditors of A-REIT. When necessary, additional Board meetings are held to approve transactions or address issues.
Changes to regulations, policies and fnancial reporting standards are monitored closely. Where the changes have signifcant impact
on A-REIT and its disclosure obligations, the Board is briefed either during Board meetings, or via circulation of Board papers.
COMPOSITION OF THE BOARD
The Board presently consists of eight members, six of whom are independent Directors as at 15 May 2012. This, in fact, puts the
Board in a better position than what is prescribed in the Code of Corporate Governance. which states that at least one-third of the
Board members should be independent Directors. The Chairman and Deputy Chairman of the Board are Mr Koh Soo Keong and
Ms Chong Siak Ching respectively. The composition of the Board is determined using the following principles:
1. the Chairman of the Board should be a non-executive Director;
2. the Board should comprise Directors with a broad range of commercial experience including in the areas of accounting and
fnance, legal, strategic planning, funds management and property industry; and
3. at least one-third of the Board members should be independent Directors.
CORPORATE GOVERNANCE
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A DECADE OF ENABLING BUSINESSES