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 a-iTrust’s business,
internal controls and governance practices.
Directors are provided with regular updates and/or briefings
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 financial reporting standards and tax, including
Indian tax, laws and practices. A director may also contact
Management and the Company Secretary if additional
information or clarification is required relating to the
aforementioned matters.
Principle 2: 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.
C o r p o r a t e g o v e r n a n c e
The directors as a group provide an appropriate balance and
diversity of skills, experience and knowledge to the Trust. They
are experienced business leaders and professionals with diverse
backgrounds including real estate, accounting and finance, 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, the composition of the Board and the
balance between non-independent and independent directors
are appropriate and effective, taking into consideration the
scope and nature of operations of the Trust and its subsidiaries.
The profiles 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 Lim Tik 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 Sanjeev Dasgupta are considered
non-independent directors. Mr Khiatani 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 Dasgupta 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 73
of this Annual Report.
ASCENDAS india trust ANNUAL REPORT 2014/15
