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CORPORATE
GOVERNANCE REPORT
INTRODUCTION
a-iTrust is a Business Trust constituted under Singapore’s
Business Trusts Act, Chapter 31A, and is listed on the
Main Board of SGX-ST. It is principally regulated by:
(a) The Securities and Futures Act, Chapter 289 (“SFA”);
(b) The Business Trusts Act (“BTA”);
(c) The Listing Manual of SGX-ST (“Listing Manual”); and
(d) The Trust Deed.
The Trust has also voluntarily adopted certain key
provisions of the Code on Collective Investment Schemes
(“CIS”), issued by the Monetary Authority of Singapore
(“MAS”), in particular, the Property Funds Appendix under
Appendix 6 of the CIS.
a-iTrust is externally managed by Ascendas Property
Fund Trustee Pte Ltd, the Trustee-Manager. The Trustee-
Manager recognises that a strong and effective corporate
governance culture is critical to safeguard the interests
of the Trust’s unitholders (“Unitholders”) as a whole and
is committed to maintaining high standards of corporate
governance. The Trustee-Manager also ensures that
applicable requirements, laws and regulations, including
those mentioned above are complied with, and that the
Trustee-Manager’s obligations under the Trust Deed are
properly carried out.
This section describes the main corporate governance
policies and practices that the Trustee-Manager has
implemented and abides by with reference to the
Code of Corporate Governance 2005 (“2005 Code”)
and, where applicable, the revised Code of Corporate
Governance 2012 (“2012 Code”). Whilst the 2012
Code will only apply, with the necessary adaptations,
to a-iTrust in respect of its financial year commencing
1 April 2013, the Trustee Manager has commenced
compliance with some key revised principles and
guidelines under the 2012 Code and will further review
its corporate governance policies practices to bring the
same in line with the recommendations under the 2012
Code where appropriate.
BOARD MATTERS
Primary Functions of the Board of Directors of the
Trustee-Manager
The principal function of the Board of Directors of the
Trustee-Manager (“Board”) is to oversee management
of the Trust’s business and costs for the benefit of the
Unitholders as a whole. It is the responsibility of the Board
to set corporate strategies, direct management, review
and approve annual business plans, budgets, investments
and funding of the Trust for the long term success of the
Trust. The Board has established a framework of prudent
and effective risk management practices and internal
control procedures to assess and manage business risks
and ensure compliance with applicable laws. The Board’s
role includes ensuring that obligations to Unitholders are
understood and met.
Delegation by the Board
The Board has delegated the day-to-day operations
of the Trust to an experienced and qualified team
(“Management”) headed by Mr Jonathan Yap Neng Tong,
Executive Director and CEO of the Trustee-Manager. The
Board is also assisted by Board committees, namely the
Audit Committee (“AC”), the Investment Committee (“IC”),
the Nominating Committee (“NC”) and Human Resource
and Remuneration Committee (“HRRC”), each of which
operates under a written terms of reference setting out the
authority and duties of the Committee. More information
on the AC can be found on page 43, on the IC on page
40, on the NC on page 42 and on the HRRC on page 43.
The names of the members of each Committee can also
be found under the Corporate Information section in this
annual report (the “Annual Report”).
Audit Committee
The current AC members are Mr Michael Gray as
Chairman, Mr David Lim, Mr Mohandas Pai and Mr Ng
Eng Leng. All AC members, including the Chairman, are
considered independent.
Nominating Committee
The current NC members are Mr Philip Yeo, an
Independent Director, as Chairman, Mr David Lim and
Ms Chong Siak Ching.
Human Resource Remuneration Committee
The current HRRC members are Mr Philip Yeo as
Chairman, Mr David Lim and Ms Chong Siak Ching.