C O R P O R A T E G O V E R N A N C E
Principle 2:
Board Composition and Guidance
The Board presently consists of seven members, five of whom are independent Directors. The composition of the Board therefore
complies with the Code of Corporate Governance 2012, which states that at least one-third of the Board members should be
independent Directors. The Chairman of the Board is Mr Koh Soo Keong, the Deputy Chairman of the Board is Mr Khiatani
Manohar Ramesh.
The current composition of the Directors as a group provide an appropriate balance and diversity of skills, experience, talent and
knowledge relevant to A-REIT. The NHRRC annually examines the size and composition of the Board with a view to determining
the impact of the number upon effectiveness and ensuring that the Board has the appropriate mix of expertise and experience.
In relation to diversity in gender, the Manager notes that the Board originally comprised eight members. However, the only female
member, Ms Low Yen Ling had resigned on 1 October 2013 following her appointment as Parliamentary Secretary, Ministry of
Social and Family Development. The Manager has plans to expand the Board to comprise nine members of which two members
will be female.
The Board considers that its composition and balance between non-independent and independent directors are appropriate and
allows for a balanced exchange of views, deliberations and debates among members and effective oversight of management.
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:
•
Mr Koh Soo Keong
– Chairman
•
Mr Henry Tan Song Kok
•
Mr Teo Eng Cheong
•
Mr Teo Choon Chye, Marc
•
Mr Chan Pengee, Adrian
Mr Khiatani and Mr Tan Ser Ping are non-independent Directors. Mr Khiatani 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 real estate, accounting and finance, legal, business
and management. 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. The Manager has adopted initiatives to put in place processes to ensure that independent Directors are well supported
by accurate, complete and timely information. All Directors have unrestricted access to the Management and have sufficient time
and resources to effectively discharge their oversight function. Independent Directors meet at least once a year without presence
of the Management.
The profiles of the Directors are set out on pages 18 to 22 of the Annual Report.
ASCENDAS REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014/15
