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Records of all such meetings including discussions on key deliberations and decisions taken are
maintained by the Company Secretary of the Trustee-Manager (“Company Secretary”). The Trustee-
Manager’s Articles of Association and the Board Committees' written terms of reference allow for
the meetings of the Board and Board Committees to be held via teleconferencing.
Name of Director
Board
Meeting
Audit
Committee
Meeting
Investment
Committee
Meeting
Nominating
Committee
Meeting
Human Resource
and Remuneration
Committee
Meeting
Mr Philip Yeo Liat Kok 4 - - 1 2
Mr David LimTik En 7 4 3 1 2
Mr Michael Grenville Gray 6 4 - - -
Mr Rakesh Kumar Aggarwal 7 - 3 - -
Mr T. V. Mohandas Pai 7 4 3 - -
Mr Girija Prasad Pande (i) 7 - 3 - -
Ms Chong Siak Ching (ii) 1 - - 1 1
Mr Ng Eng Leng (iii) 7 4 - - -
Mr Khiatani Manohar Ramesh (iv) 6 - 2 - 1
Mr Jonathan Yap Neng Tong 6 3 (v) 3 1 (v) 2 (v)
Total no. of meetings held 7 4 3 1 2
(i) Mr Girija Pande
was appointed as a
member of IC on 1
April 2013.
(ii) Ms Chong Siak
Ching retired as
Director on 26 June
2013 and ceased to
be a member of IC,
NC and HRRC on 26
June 2013.
(iii) Mr Ng Eng Leng
was appointed
as Director and a
member of AC on 1
April 2013.
(iv)Mr Manohar
Khiatani was
appointed as Director
and a member of IC,
NC and HRRC on 1
June 2013.
(v) Attended by
invitation.
The proposed meetings for the Board and all Board Committees for each new calendar year are
set out in a schedule of meetings, which is sent to all the Board members before the start of
each calendar year with a view to facilitate attendance by Board members. A record of directors’
attendance at Board and Committee meetings for FY13/14 is shown below:
Internal guidelines
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, the operation of bank accounts, and
bank borrowings. The Board 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.
The internal guides adopted by the Board also set out
key matters that are specifcally reserved for approval
by the Board, such as a-iTrust’s long term objectives
and strategy, its policies and annual budgets, risk
management framework and internal controls to
safeguard the Unitholders’ interests and assets, major
capital projects, policies for compliance with legislative
and regulatory requirements or other requirements with
similar effect, the formation of Board Committees and
their terms of reference (including delegation of Board
duties to such Committees with or without limit) and
any other matters which require the Board’s approval as
prescribed under relevant legislation, regulations or the
provisions of the Trust Deed.
The Board is assisted by the IC in the evaluation and
approval (within designated limits) of investments,
divestments, fnancing and bank facilities. The IC also
reviews and provides recommendations to the Board
on investment policies and the strategic direction of the
Trust. The IC comprises 6 directors, namely Mr David Lim
as Chairman, Mr Rakesh Aggarwal, Mr Manohar Khiatani,
Mr Mohandas Pai, Mr Girija Pande and Mr Jonathan Yap.
Save for Mr Manohar Khiatani and Mr Jonathan Yap, all
IC members are considered independent. The terms
of reference of the IC require at least two Committee
members to be independent of Management and
business relationships with the Trustee-Manager and
every substantial shareholder of the Trustee-Manager.
Board orientation and training
Every newly appointed director of the Board receives
a formal letter of appointment and an induction pack
containing information and documents relating to the role
and responsibilities of a director, Board processes, the
Trustee-Manager’s corporate governance practices and
relevant policies and procedures.
The Trustee-Manager also conducts an induction
programme for newly appointed directors to familiarise
them with the Trustee-Manager’s Board processes and
the Trust’s business, internal controls and governance
practices.