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Directors are provided with regular updates and/or
briefngs from time to time by professional advisers,
auditors, Management and the Company Secretary
in areas such as directors’ duties and responsibilities,
regulatory requirements, corporate governance
practices, risk management issues, changes in
fnancial reporting standards and tax, including Indian
tax, laws and practices. A director may also contact
Management and the Company Secretary if additional
information or clarifcation is required relating to the
aforementioned matters.
Board composition and guidance
Board composition
There are nine directors on the Board, seven of
whom (including the Chairman) are independent.
Independence of the Board is maintained based on the
following principles in accordance with the Business
Trusts Regulations 2005 and the 2012 Code:
i) at least the majority of the Board shall be
independent of Management and business
relationships with the Trustee-Manager;
ii) at least one-third of the Board shall be independent
of Management and business relationships with the
Trustee-Manager and every substantial shareholder
of the Trustee-Manager; and
iii) at least the majority of directors shall be
independent of any single substantial shareholder of
the Trustee-Manager.
The directors are experienced business leaders and
professionals with diverse backgrounds including
real estate, India business, accounting and fnance,
legal, business, management and strategic planning.
They actively participate in setting and developing
strategies and goals for Management and in reviewing
and assessing Management’s performance. There is
a consistent and robust exchange of ideas and views
between the Board and Management which ensures
that diverse and objective perspectives on issues
are carefully examined when making decisions on
transactions and in shaping the Trust’s strategy.
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 the
composition of the Board are appropriate and effective,
taking into consideration the scope and nature of
operations of the Trust and its subsidiaries.
The profles of all directors are set out on pages 12 to
15 of this Annual Report.
Board independence
The Board has conducted an annual review of each
director’s independence in accordance with the principles
referred to above, taking into account the views of the
NC. The following directors are considered independent:
Mr Philip Yeo Liat Kok
Mr David LimTik En
Mr Michael Grenville Gray
Mr Rakesh Kumar Aggarwal
Mr T. V. Mohandas Pai
Mr Girija Prasad Pande; and
Mr Ng Eng Leng
(collectively, the “Independent Directors”).
Mr Manohar Khiatani and Mr Jonathan Yap are
considered non-independent directors. Mr Manohar
Khiatani is a director on the Board of Ascendas Pte Ltd,
a deemed controlling Unitholder of the Trust and the
intermediate holding company of the Trustee-Manager,
and Mr Jonathan 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 70 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 division of responsibilities between the Chairman
and the CEO have been clearly established, set out in
writing and agreed by the Board. The Chairman and the
CEO are not immediate family members.
The Chairman’s responsibilities include setting the
agenda and ensuring that adequate time is available
for discussion of all agenda items including strategic
issues, ensuring that the Board engages Management
in constructive debate on strategy, business operations,
enterprise risk and other plans, facilitating the effective
contribution of non-executive directors and promoting
high standards of corporate governance.
The CEO is responsible for working with the Board to
determine the strategy for the Trust and has full executive
responsibilities over the business and operational
decisions in the day-to-day management of the
Trustee-Manager.
Corporate governance report