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CORPORATE GOVERNANCE
Nominating Committee
The Nominating Committee was set up in October 2009 to make recommendations to the Board on the appointment of Directors
to the Board of the Manager and Board Committees
Under its Terms of Reference, the Nominating Committee shall comprise at least 3 members who shall be appointed by the
Board from amongst its members. The Committee shall be composed entirely of non-executive Directors, the majority of whom,
including the Chairman, must be independent.
The Nominating Committee comprised Mr Koh Soo Keong as Chairman, Ms Chong Siak Ching, Mr Chia Kim Huat and Mr Teo Eng
Cheong.
The NC is charged with the responsibility of making recommendations to the Board on all Board appointments and oversees
the succession and leadership development plan of the Manager. The Committee is responsible for re-nominating Directors
taking into account the director’s contribution and performance (e.g. attendance, preparedness, participation and candour). The
Committee is also responsible for determining annually whether a Director is independent, having regard to the circumstances
set forth in the Code of Corporate Governance and any other salient factors. If the Committee determines that a Director is not
independent under any or all of the circumstances specifed in any guidelines, regulations or legislation then in force applicable
to the business and operations of the Manager and A-REIT, in particular, the Listing Manual of the SGX-ST, the Property Funds
Appendix and the Code of Corporate Governance, the Committee shall notify and present its recommendation to the Board.
For the year under review, the NC has reviewed if the Directors have been able to and have been adequately carrying out his/her
duties, bearing in his/her multiple board representations. The NC is satisfed that the Directors have been able to devote suffcient
time and attention to the affairs of A-REIT and the Manager.
Corporate Disclosure Committee
The Corporate Disclosure Committee (“CDC”) was set up in August 2011 and comprises Mr Chia Kim Huat (Chairman), Mr Koh Soo
Keong, Ms Monica Tomlin and Mr Tan Ser Ping.
Based on the Terms of Reference of the CDC, members shall be appointed by the Board from amongst its members and shall
comprise three (3) to four (4) members, including the Chairman of the Board. The majority of the members of the CDC shall be
independent.
The duties and responsibilities of the CDC include:
1. assisting the Board and Management in reviewing and evaluating the adequacy of the effectiveness of the Company’s
disclosure controls and procedures so as to ensure that accurate and complete information regarding the operations, fnancial
performance and other material information of A-REIT that are required to be disclosed are recorded, processed, summarised
and reported to unitholders and the investment community in a timely manner and in compliance with the requirements of
all applicable laws, including the Securities and Futures Act, the Listing Manual, the Property Fund Appendix and the Code of
Corporate Governance;
2. assessing the materiality of specifc events, developments and risks to the Company and the impact on the unit price of AREIT
of such events, developments and risks, and determine on a timely basis the disclosure treatment of material information;
3. facilitating andmonitoring the timely and accurate disclosure by the Company of all information that is required to be disclosed
to meet legal and regulatory obligations, including but not limited to requirements for announcements and disclosures in
Annual Reports of A-REIT, arising from the Listing Manual of the SGX-ST, the Property Funds Appendix , the Code of Corporate
Governance and other relevant statutory/regulatory requirements;
ASCENDAS REAL ESTATE INVESTMENT TRUST
ANNUAL REPORT FY11/12
112