Principle 3: Chairman and Chief Executive Officer
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 a-iTrust and has full executive
responsibilities over the business and operational decisions in
the day-to-day management of the Trustee-Manager.
The CEO and Management of the Trustee-Manager are
accountable to the Board.
Principle 4: Board Membership
The Nominating Committee is responsible for making
recommendations to the Board on all appointments and
re-appointments to the Board and oversees the succession
and leadership development plan of the Trustee-Manager.
The NC also reviews the independence of directors annually.
The NC comprises Mr Philip Yeo, an Independent Director, as
Chairman, Mr David Lim, who is also an Independent Director,
and Mr Manohar Khiatani.
New directors are appointed by way of a Board resolution
after the NC recommends their appointments to the Board
for approval. The search for candidates to be appointed
to the Board is conducted through search by and referral
to the Trustee-Manager. Suitable candidates are carefully
evaluated by the NC in accordance with the criteria set out
in the written terms of reference of the NC so that decisions
made on appointments are objective and well supported.
In recommending the appointment of new Directors, the
NC takes into consideration the current Board size and
composition, including the diversity of skills, experience,
gender and knowledge which the new Director can provide
to the Trust.
Principle 5: Board Performance
A review of the Board’s performance is carried out annually
to assess the effectiveness of the Board as a whole and
the contributions of each director. The review allows
each director to express his personal and confidential
assessment of the Board’s overall effectiveness in
accomplishing its goals and discharging its responsibilities.
It provides insights into the functioning of the Board,
whilst identifying areas that might need strengthening
and development. The review covers the Board size,
composition, independence, access to information, processes,
accountability and oversight, and standards of conduct.
Accordingly, at the conclusion of FY14/15, each director
was required to complete a Board performance evaluation
questionnaire. Based on the questionnaire returned by each
director, a consolidated report was prepared for presentation
to the NC. The NC will recommend to the Board on proposed
changes, if necessary, to maintain the effectiveness and
efficiency of the Board. The Board is satisfied that it has
achieved its performance objectives for FY14/15 and all
directors have demonstrated full commitment to their roles
and contributed effectively to the discharge of their duties.
Principle 6: Access to Information
Management provides the Board with complete and adequate
information prior to Board meetings. The information
provided includes the background and relevant details on
matters to be brought before the Board, updates on financial
results, business updates, property information, changes to
regulations including India taxation, accounting standards and
other relevant matters. In addition, Management provides
monthly management accounts to the directors to keep them
updated on the financial performance, position and outlook of
the Trust.
At 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.
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 directors to
discharge their duties effectively.
The role of the Company Secretary has been clearly
defined by the Board. The Company Secretary administers,
attends and prepares minutes of Board meetings and
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