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The Board has adopted a set of internal guidelines and fnancial regulations, which set out approval limits for, amongst others,

capital expenditure, new investments and divestments, operation of bank accounts, and bank borrowings. In addition to matters

such as the issue of new Units, income distribution and remuneration of the Trustee-Manager (which are at all times referred to

the Board for approval), the Board also approves transactions exceeding certain threshold limits, while delegating authority for

transactions below those limits to the IC. For transactions below a certain level, the authority is further delegated to Management,

to facilitate operational effciency.

Board composition

The Board of the Trustee-Manager comprises nine Directors, seven of whom are Independent Directors. The composition of the

Board of the Trustee-Manager is determined by the following principles:

(i) at least the majority of Directors shall be independent from management and business relationships with the Trustee-Manager;

(ii) at least one-third of the Directors shall be independent from management and business relationships with the Trustee-

Manager and from every substantial shareholder of the Trustee-Manager; and

(iii) at least the majority of the Directors shall be independent from any single substantial shareholder of the Trustee-Manager.

The Board has conducted an annual review of the Directors’ independence in accordance with Regulation 12 of the Business

Trusts Regulations 2005. Based on the review, the following Directors are deemed independent:

Mr Philip Yeo Liat Kok

Mr Michael Grenville Gray

Mr David Lim Tik En

Mr Amal Ganguli

Mr Rakesh Kumar Aggarwal

Mr Cavinder Bull

Mr T. V. Mohandas Pai

Corporate goverance report

Name of Director

Board Meeting Audit Committee

Meeting

Investment

Committee

Meeting

Nominating

Committee

Meeting

Human-Resource

and Remuneration

Committee

Meeting

Philip Yeo

5

-

1

Michael Gray

5

-

David Lim

5

2

1

Amal Ganguli

5

1

(ii)

2

-

Rakesh Aggarwal

5

1

(ii)

2

-

Cavinder Bull

3

2

-

Mohandas Pai

(i)

2

-

Chong Siak Ching

5

1

(ii)

2

1

Jonathan Yap

5

2

1

Total no. of meetings held

5

2

1

(i) Mr Mohandas Pai was appointed as Director on 1 December 2011 and had attended all meetings since then. He was appointed as an IC member on

5 May 2012.

(ii) Attended by invitation.

A-ITRUST ANNUAL REPORT 2011/2012 55