CORPORATE GOVERNANCE
Principle 4:
Board Membership
The Manager has established the NHRRC which comprises four Directors, the majority of whom, including the Chairman, are
independent.
The NHRRC is responsible for all Board appointments as well as re-appointments and reviews succession plans for the Board. In
determining whether to re-nominate a Director, the NHRRC considers the following :
•
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; and
•
whether the 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 so that they are able to commit time and effort to carry out duties and responsibilities effectively.
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 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.
Upon their appointment to the Board, the newly appointed 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. They are also 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 as well as on relevant areas that may impact the business, through
presentations and workshops. The Manager supports Directors who receive further relevant training in connection with their duties.
The NHRRC reviews the existing directorship annually. Based on the Manager’s policy, the directors are appointed for consecutive
terms of 2 years up to a maximum term of 6 years. Renewal beyond a term of 6 years will be on an exceptional basis in order to
encourage refreshment and renewal of the Board.
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 20 to 24 of the Annual Report.
Principle 5:
Board Performance
The Board’s performance is reviewed annually to assess the effectiveness of the Board as a whole and the contribution by each
Director to the effectiveness of the Board. The review includes assessing the individual Director’s commitment, attendance and
ability to contribute effectively at meetings, the Board composition, access to information, processes, risk management, Board
committees, strategic planning, accountability and oversight, and standards of conduct. Each Director is required to complete a
Board Performance Evaluation Questionnaire (the “Questionnaire”) and is allowed to individually express his/her personal and
confidential assessment of the Board’s overall effectiveness in accomplishing its goals and discharging its responsibilities. This
provides insights into the functioning of the Board, whilst identifying areas that might need strengthening and development.
Based on responses to the Questionnaire returned by each Director, a consolidated report is prepared and presented to the
NHRRC and the Board. The NHRRC will evaluate the responses and provide its comments and recommendations to the Board
on any changes that should be made to help the Board discharge its duties more effectively. Accordingly, the annual review of
the Board’s performance was carried out for FY2015/2016.
Based on the Board assessment exercise, the Board is of the view that it has met its performance objectives and each of its
members is contributing to the overall effectiveness of the Board.
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A-REIT ANNUAL REPORT
2015/2016
