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CORPORATE GOVERNANCE
The composition of the Board is reviewed annually. The Nominating Committee (“NC”) annually examines the size of the Board
with a view of determining the impact of the number upon effectiveness and makes recommendations to the Board on what it
considers an appropriate size for the Board. The Board takes into account the scope and nature of the operations of A-REIT and
the Manager when determining the appropriate size.
The NC has conducted an annual review of the Directors’ independence and has made recommendations to the Board. Based on
the NC’s recommendations, the Board is of the view that the following Directors are independent:
• Mr Koh Soo Keong - Chairman
• Mr Joseph Chen
• Mr Chia Kim Huat
• Mr Henry Tan Song Kok
• Ms Monica Villegas Tomlin
• Mr Teo Eng Cheong
Ms Chong Siak Ching and Mr Tan Ser Ping are Non-Independent Directors. Ms Chong is a Director on the Board of Ascendas Pte
Ltd, a deemed controlling Unitholder of A-REIT and the ultimate holding company of the Manager. Mr Tan is the Chief Executive
Offcer (“CEO”) of the Manager.
The current Board comprises Directors with diverse backgrounds, including considerable experience in the areas of accounting
and fnance, legal, business, management, industry knowledge and strategic planning. The Independent Directors actively
participate in setting, developing strategies and goals for Management. This enables Management to beneft from their invaluable
and objective perspectives on issues brought before the Board.
The profles of the Directors are set out on pages 41 to 45 of this Annual Report.
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
The positions of Chairman and Chief Executive Offcer are held by two separate persons in order to ensure a balance of power
and authority.
The Chairman ensures that the members of the Board work together with Management in a constructive manner to address
strategic, business, operational, capital management, risk, corporate governance and fnancial issues.
Mr Tan Ser Ping, Chief Executive Offcer, has full executive responsibilities over the business direction and operational decisions
in managing A-REIT.
A healthy exchange of ideas and views between the Board and Management through regular meetings and updates enhances
the management of A-REIT. This, together with a clear separation of roles between the Chairman and Chief Executive Offcer,
increases accountability and greater capacity of the Board for independent decision making.
Each Director of the Manager has the right to seek independent professional advice on matters relating to A-REIT at the Manager’s
expense. However, prior approval of the Chairman is required, which may not be unreasonably withheld.
BOARD MEMBERSHIP
In determining whether to re-nominate a Director, the NC considers whether the Director has given suffcient time and attention
to the affairs of the Manager and A-REIT, in particular, when the Director holds multiple directorships. The NC considers whether
a Director is able to and has been adequately carrying out his/her duties as a Director.
ASCENDAS REAL ESTATE INVESTMENT TRUST
ANNUAL REPORT FY11/12
104