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Corporate goverance report
Ms Chong Siak Ching and Mr Jonathan Yap Neng Tong are considered Non-Independent Directors. Ms Chong is a Director on
the Board of Ascendas Pte Ltd, a deemed controlling Unitholder of the Trust and the ultimate holding company of the Trustee-
Manager, and Mr Yap is CEO of the Trustee-Manager.
The Statement on Composition of the Board of Directors of the Trustee-Manager pursuant to Regulation 12(8) of the Business
Trusts Regulations 2005 can be found on Page 80 of this Annual Report.
The current Board comprises Directors with diverse backgrounds including considerable experience in the areas of accounting
and fnance, legal, business, management, industry knowledge and strategic planning. The Independent Directors actively
participate in setting and developing strategies and goals for the management and they review and assess Management’s
performance. This enables management to beneft from their invaluable and objective perspectives on issues brought before the
Board. The composition of the Board is reviewed annually to ensure that the Board has the appropriate size and mix of expertise
and experience. The Board is of the view that the current number of Directors and composition are appropriate and effective,
taking into consideration the scope and nature of operations of the group.
The profles of the Directors are set out on pages 28 to 31 of this Annual Report.
Chairman and Chief Executive Offcer
The positions of Chairman and CEO are held by two different persons to ensure an appropriate balance of power and authority,
increased accountability and greater capacity of the Board for independent decision making. The Chairman is responsible for
the effective functioning of the Board and facilitating the best interests of Unitholders. The CEO has full executive responsibility
over the operational decisions in the day to day management of the Trustee-Manager and the Trustee-Manager is responsible
for implementing the strategies and policies approved by the Board. The CEO and Management of the Trustee-Manager are
accountable to the Board.
Board membership
The current NC comprises Mr Philip Yeo as Chairman, Mr David Lim Tik En and Ms Chong Siak Ching. New Directors are
appointed by way of a Board resolution after the NC recommends their appointments to the Board for approval. During the year
under review, the Board approved the appointment of Mr Mohandas Pai as Director.
The search for candidates to be appointed to the Board is conducted through referrals and recommendations. Suitable candidates
are carefully evaluated by the NC so that decisions made on appointments are objective and well supported.
It is a practice of the Trustee-Manager that upon their appointment to the Board, all new Directors are given formal letters setting
out their duties, obligations and responsibilities, copies of the Trust Deed, the Trustee-Manager’s Memorandum and Articles of
Association and introductory information on the current Board. Newly appointed Directors are briefed on the business activities
of the Trust, its business plan, the regulatory environment in which the Trust operates, corporate governance practices and their
statutory duties and responsibilities as Directors.
The NC reviews the independence of the Directors in respect of every fnancial year of the Trustee-Manager. The NC adopts the
defnition in the Code of Corporate Governance 2005 and the principles in Regulation 12 of the Business Trusts Regulations 2005
to determine the independence of the Directors.
Board performance
A reviewof theBoard’sperformancewas undertaken in2012 toassess theeffectivenessof theBoardas awholeand thecontribution
by each Director to the effectiveness of the Board. The review allowed each individual Director to express his/her personal and
confdential assessment of the Board’s overall effectiveness in accomplishing its goals and discharging its responsibilities. It
56 POSITIONED FOR GROWTH