C O R P O R A T E G O V E R N A N C E
Principle 3:
Chairman and Chief Executive Officer
The positions of the Chairman and the CEO are held by two separate persons in order to ensure a balance of power and authority,
increased accountability and greater capacity of the Board for independent decision making. The Chairman and the CEO are not
immediate family members.
The Chairman ensures that the members of the Board work together with the Management in a constructive manner to address
strategic, business, operational, capital management, risk, corporate governance and financial issues. At Board meetings, the
Chairman ensures that adequate time is available for discussion of all agenda items, in particular strategic issues. At annual general
meetings and other Unitholders’ meetings, the Chairman ensures there is constructive dialogue between Unitholders, the Board
and the Management.
Mr Tan Ser Ping, the CEO of the Manager, has full executive responsibilities over the business direction and operational decisions
in managing A-REIT.
Principle 4:
Board Membership
The Manager has established a NHRRC which is responsible for all Board appointments and re-appointments among other matters.
The NHRRC comprises three Directors, the majority of whom are independent.
The NHRRC reviews succession plans for the Board. In determining whether to re-nominate a Director, the NHRRC considers
whether the Director has given sufficient time and attention to the affairs of the Manager and A-REIT, in particular, when a Director
holds multiple directorships. The NHRRC considers whether a Director is able to and has been adequately carrying out his/her duties
as a Director. The NHRRC has adopted internal guidelines addressing competing time commitments that are faced when Directors
serve on multiple boards and/ or have other principal commitments. As a guide, Directors should not have more than six listed
company board representations.
The Corporate Secretary confirms that new Directors are formally appointed by way of a Board resolution. The search for candidates
to be appointed as new Directors is conducted through contacts and recommendations. Suitable candidates are carefully evaluated
by the NHRRC so that recommendations made on proposed candidates are objective and well supported. In recommending the
appointment of new Directors, the Board takes into consideration the current Board size and composition, including the diversity
of skills, experience, gender and knowledge of matters relating to A-REIT which the new Director can provide to the Board.
Appointment of Directors is subject to the approval of the Manager’s parent entities.
It is a practice of the Manager that upon their appointment to the Board, the Directors are given a formal letter setting out the
Director’s duties, obligations and responsibilities, together with the Trust Deed and other relevant information and documentation
relating to A-REIT and the Manager. Newly appointed Directors are briefed on the business activities of A-REIT, its business plan, the
regulatory environment in which A-REIT operates, its corporate governance practices and their statutory duties and responsibilities
as Directors. Directors are also kept updated on revisions to relevant laws and regulations through presentations and workshops
organized by the Management. The Manager supports Directors who receive further relevant training in connection with their duties.
Key information regarding the Directors, such as their academic and professional qualifications, the committees served on, the date
of first appointment as a Director, Directorships, both present and those held over the last three years in other listed companies,
and other major appointments, is disclosed on pages 18 to 22 of the Annual Report.
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