C O R P O R A T E G O V E R N A N C E
The Company Secretary prepares minutes of Board meetings and proceedings of all Board committees (“Committees”). She
assists the Chairman of the Board and the Committees in ensuring that proper procedures are followed and that the Manager’s
Memorandum and Articles of Association, the Committees’ Terms of Reference, the Trust Deed, relevant rules, regulations, best
practices, and internal policies, including applicable provisions of the Property Funds Appendix, are complied with. Under the
direction of the Chairman of the Board and the Committees, she is responsible for ensuring information flows within and among
the Board, the Committees and the Management. She also works with the Management to ensure that Board and Committee
papers are provided to each Director ahead of meetings. In the year under review, the Company Secretary has attended all Board
and Committee meetings.
The CEO and the Company Secretary are the primary channels of communication between the Manager and the SGX-ST.
(B) REMUNERATION MATTERS
Principle 7:
Procedures For Developing Remuneration Policies
Principle 8:
Level and Mix of Remuneration
Principle 9:
Disclosure On Remuneration
All fees and remuneration payable to the Directors, key executive officers and staff of the Manager are paid by the Manager and
not by A-REIT.
The structure of Directors’ fees for non-executive Directors comprises a base fee for serving as a Director and additional fees for
serving on Board Committees. It takes into account the following:
•
the financial performance of A-REIT and the Manager;
•
Directors’ responsibilities and contributions; and
•
industry practices and norms on remuneration, including the guidelines set out in the Statement of Good Practice issued by
the Singapore Institute of Directors.
The Manager advocates a performance-based remuneration system for key executive officers of the Manager. The system is
flexible, responsive to the market and based on individual employee’s performance. The remuneration structure is designed to
retain, reward and motivate the individual to stay competitive and relevant.
Remuneration of key executive officers of the Manager is reviewed and approved by the NHRRC and the shareholder of the
Manager.
The total remuneration mix for each of the key executive officers comprises an annual salary and annual performance bonus.
The fixed annual salary includes a basic salary plus fixed allowances. The performance bonus is tied to the individual employee’s
performance and the performance of A-REIT which includes measures such as net property income, distributable income, cost
of capital, portfolio occupancy, investment, customers and investors’ satisfaction survey results and operational efficiency of the
Manager. This allows the Manager to align the key executives’ remuneration with the long term goals of A-REIT.
No compensation is payable to any Director, senior management or staff of the Manager in the form of options in units or pursuant
to any bonus or profit-sharing plan or any other profit-linked agreement or arrangement, under the service contracts.
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