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Corporate Governance
98
ASCENDAS REAL ESTATE INVESTMENT TRUST
SOCIAL RESPONSIBI L I TY & CORPORATE GOVERNANCE
BOARD COMPOSITION AND GUIDANCE
Principle 2:
A strong and independent element on the Board
The Board presently consists of eight members, six of whom are independent Directors. The composition of the Board therefore complies
with 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 Vice 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:
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The composition of the Board is reviewed annually to ensure that the Board has the appropriate mix of expertise and experience.
The Nominating, Human Resource and Remuneration Committee (“NHRRC”) examines the size of the Board annually with a view of
determining the impact of the number on 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 board size.
The NHRRC has conducted an annual review of the Directors’ independence and has made recommendations to the Board. Based on
the NHRRC’s recommendations and subsequent review by the Board, the Board is of the view that the following Directors presently on
the Board are independent:
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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 and the ultimate holding company of the Manager. Mr Tan is the CEO of the Manager.
The Board comprises Directors with diverse backgrounds, including accounting and finance, legal, business, management, industry
knowledge and strategic planning. The independent Directors actively participate in setting as well as developing strategies and goals
for the Management. This enables the Management to benefit from their invaluable and objective perspectives on issues brought before
the Board. Members of the Board engage in open and constructive debate and challenge the Management on its assumptions and
proposals. All Directors have unrestricted access to the Management and have sufficient time and resources to effectively discharge their
oversight function.
The profiles of the Directors are set out on pages 6 to 10 of this Annual Report.
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