CORPORATE GOVERNANCE
The NHRRC has conducted an annual review of the Directors’ independence and has made recommendations to the Board on
the independence of the current 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 Chan Pengee, Adrian
•
Mr Teo Choon Chye, Marc
•
Mr Wong Yew Meng
•
Ms Chong Chiet Ping
•
Ms Lim Sau Hoong
Mr Miguel Ko, Mr Manohar Khiatani, Mr Teo Eng Cheong and Mr Chia Nam Toon are non-independent Directors. Mr Miguel
Ko is the Group CEO of Ascendas-Singbridge Pte Ltd (“ASB”), the parent company of the Manager and a deemed controlling
unitholder of A-REIT. Mr Manohar Khiatani is the Deputy Group CEO of ASB. Mr Teo Eng Cheong, previously an independent
Director of the Manager, was re-designated as a non-executive Director of the Manager with effect from 1 January 2016, upon
his appointment as CEO (International) of Surbana Jurong Pte Ltd, a related company of the Manager. Mr Chia is the CEO of
the Manager.
The Board comprises Directors with relevant experience and expertise, including real estate, accounting and finance, legal,
business, information technology, customer based experience or knowledge and management. The independent directors
actively participate in developing and setting strategies and goals for the Management. The Management benefits from the
independent directors’ objective views and 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 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 the presence of the Management.
The profiles of the Directors are set out on pages 20 to 24 of the Annual Report.
Principle 3:
Chairman and Chief Executive Officer
The Chairman and the CEO are two separate persons and not of the same family. This ensures a balance of power and authority,
increased accountability and greater capacity of the Board for independent decision making.
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 and 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 Chia Nam Toon, the CEO of the Manager, has full executive responsibilities over the business direction and operational
decisions in managing A-REIT.
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A-REIT ANNUAL REPORT
2015/2016