CORPORATE GOVERNANCE
(A)
BOARD MATTERS
Principle 1:
The Board’s Conduct of Affairs
The Board of Directors of the Manager is responsible for providing oversight for the management and corporate governance
of the Manager and A-REIT, including establishing goals for the management team of the Manager (the “Management”) and
monitoring the achievement of such goals, ensuring that necessary financial and human resources are in place for the Manager
to meet its objectives and that Unitholders’ interests are safeguarded. The Board has established an oversight framework for the
Manager and A-REIT, including a system of internal controls which enables risks to be assessed and managed.
A-REIT is externally managed by the Manager and accordingly, it has no employees. The Manager appoints experienced and
well-qualified executives to handle its day-to-day operations and administration in accordance with the policies and strategy
set by the Board.
The Board approves transactions exceeding certain limits in accordance with the financial regulations of A-REIT, while delegating
authority for transactions below those limits to the Investment Committee. The Investment Committee comprises five Directors,
two of whom are independent Directors. The authority for the approval of operating transactions below a certain level is further
delegated to the Management, to facilitate operational efficiency.
The Manager has adopted and documented internal guidelines setting out matters that require the Board’s approval. Some of
the matters which are reserved for the Board’s approval include the following:
•
all acquisitions, developments and divestments;
•
corporate and financial transactions;
•
recommendation of the remuneration for the Chief Executive Officer (“CEO”) and key executive officers of the Manager to
its shareholder for approval; and
•
approving the division of responsibilities between the Chairman and the CEO.
The Board meets every quarter to review the financial performance of A-REIT. The Board also reviews the risks relating to the
assets of A-REIT, examines liabilities and comments from the auditors of A-REIT and ensures that measures are implemented
to address recommendations. When necessary, additional Board meetings are held to approve transactions or resolve issues.
The Management monitors changes to regulations, policies and financial reporting standards. Any change that might impact
A-REIT and its disclosure obligations are promptly brought to the attention of the Board, either during Board meetings or via
circulation of Board papers.
The Board has established various committees to assist it in discharging its oversight function. These committees have been
constituted with clear written terms of reference and they are actively engaged to ensure that the Manager is in compliance with
good corporate governance. The committees established by the Board are:
•
Audit Committee (“AC”);
•
Nominating, Human Resource and Remuneration Committee (“NHRRC”);
•
Operational Risk Management Committee (“ORMC”); and
•
Investment Committee (“IC”).
.94
A-REIT ANNUAL REPORT
2015/2016
