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Corporate goverance report
provided insights into the functioning of the board, whilst identifying areas that might need strengthening and development. The
review included the board size, composition, independence, access to information, processes, accountability and oversight,
and standards of conduct. Each Director was required to complete a Board Performance Evaluation Questionnaire. Based on
the questionnaire returned by each Director, a consolidated report was prepared and presented to the NC. The NC will make
recommendations to the Board on proposed changes if necessary, to maintain the effectiveness and effciency of the Board.
The review of an individual Director’s performance was based on attendance at Board and Committee meetings and contributions
made in overseeing the management of the Trust.
Access to information
The management provides the Board with complete and adequate information on a monthly basis and prior to Board meetings.
Information provided includes background or explanatory information relating to matters to be brought before the Board,
updates on fnancial results, business updates, property information, changes to regulations including India taxation, accounting
standards and other relevant matters. In addition, the Management provides monthly management accounts to the Directors to
keep them updated on the fnancial performance, position and outlook of the Trust. The Management also updates the Board on
the latest changes in applicable laws and regulations which may have a signifcant bearing on the Trust.
At the quarterly Board meetings, Directors are updated on developments and changes in the operating environment, including
changes in the accounting standards, changes in Singapore and India taxation, and laws and regulations affecting the Trust and/
or the Trustee-Manager. A trip to India is arranged at least once a year for the Directors to understand the operating environment
frst hand.
In addition, the Board has independent access to management, the Company Secretary, internal and external auditors, at all
times. Where necessary, the Board will request for independent professional advice to enable the Directors to discharge their
duties. The Company Secretary administers, attends and prepares minutes of Board meetings and proceedings of all Board
Committees. She assists the Chairman of the Board and the Board Committees to ensure that proper procedures are followed
and that the Trust Deed and relevant rules, regulations, best practices and internal policies, including applicable provisions of the
Property Funds Appendix are complied with. Under the direction of the Chairman of the Board and the Board Committees, she
is responsible for ensuring information fows within and among the Board, the Board Committees and management.
She also works with the management to ensure that Board and Board Committee papers are provided to each Director ahead
of meetings. The Company Secretary and the CEO are the primary channels of communication between the Trustee-Manager
and SGX-ST.
Remuneration of Directors and key executive offcers
All fees and remuneration payable to the Directors, key executive offcers and staff of the Trustee-Manager in respect of services
rendered to the Trustee-Manager, will be paid by the Trustee-Manager and not out of the property of the Trust.
The members of the current HRRC are Mr Philip Yeo as Chairman, Mr David Lim Tik En and Ms Chong Siak Ching.
The structure of Directors’ fees for Non-Executive Directors comprises a base fee for serving as a Director and additional fees
for serving on Board Committees. It takes into account the following:
•Financial performance of the Trust and the Trustee-Manager;
•Directors’ responsibilities and contributions; and
•Industry practices and norms on remuneration, including the guidelines set out in the Statement of Good Practice issued by
the Singapore Institute of Directors.
A-ITRUST ANNUAL REPORT 2011/2012 57