proceedings of all Board Committees. He/she advises the
Board on all corporate governance matters and assists
the Chairman of the Board and the Board Committees in
implementing proper procedures for compliance with the
Trust Deed and relevant rules, regulations, best practices
and internal policies. Under the direction of the Chairman
of the Board and the Board committees, the Company
Secretary is responsible for ensuring information flows
within and among the Board, the Board Committees and
Management. The Company Secretary also works with
Management to ensure that Board and Board Committee
papers are provided to each director ahead of meetings. The
Company Secretary and the CEO are the primary channels of
communication between the Trustee-Manager and SGX-ST.
(B) REMUNERATION MATTERS
Principle 7: Procedures for Developing Remuneration Policies
Principle 8: Level and Mix of Remuneration
Principle 9: Disclosure on Remuneration
All fees and remuneration payable to directors, key executives
and staff of the Trustee-Manager in respect of services
rendered to the Trustee-Manager, will be paid by the
Trustee-Manager and not out of the property of the Trust.
The structure of directors’ fees for Non-Executive Directors
comprises a base fee for serving as a director and additional
fees for serving on Board committees. It takes into account
the following:
• Financial performance of the Trust and the Trustee-Manager;
• Directors’ responsibilities and contributions; and
• Industry practices and norms on remuneration, including the
guidelines set out in the Statement of Good Practice issued
by the Singapore Institute of Directors.
Directors’ fees paid to each of the following Non-Executive
Directors for FY14/15 did not exceed S$250,000:
Mr Philip Yeo Liat Kok;
Mr David Lim Tik En;
Mr Michael Grenville Gray;
Mr Rakesh Kumar Aggarwal;
Mr Ng Eng Leng;
Mr T. V. Mohandas Pai;
Mr Girija Prasad Pande; and
Mr Khiatani Manohar Ramesh.
C o r p o r a t e g o v e r n a n c e
The Trustee-Manager advocates a performance-based
remuneration system for key executives of the
Trustee-Manager. The system is responsive to the market
and based on individual employee’s performance. The
remuneration structure is designed as such to retain,
reward and motivate the individual to stay competitive
and relevant. The total remuneration mix of key executives
comprises a fixed annual salary and performance incentives.
The fixed annual salary component includes the annual
basic salary plus fixed allowances. The annual performance
incentives are tied to the individual employee’s performance
and the performance of the Trust. This sought to align
employee performance to the goals of the Trust.
No compensation is payable to any director, senior
management or staff of the Trustee-Manager in the
form of options in units or pursuant to any bonus or
profit-sharing plan or any other profit-linked agreement
or arrangement under the service contracts.
Directors’ fees and the remuneration of key executives of the
Trustee-Manager are reviewed and approved by the HRRC.
The members of the HRRC are Mr Philip Yeo, who is an
Independent Director, as Chairman, Mr David Lim, who is also
an Independent Director, and Mr Manohar Khiatani.
(C) ACCOUNTABILITY AND AUDIT
Principle 10: Accountability
The Board is responsible for providing a balanced and
comprehensive assessment of the Trust’s performance,
position and prospects, including interim and other price
sensitive public reports and reports to the regulators,
if required. Financial reports and other price sensitive
information are disseminated to Unitholders through
announcements via SGXNET, press releases, the Trust’s
website, media and briefings to analysts. The Annual Report is
sent to all Unitholders and is accessible on the Trust’s website.
As stated above, the Board has unrestricted access
to information from Management and Management
regularly provides the Board with reports on the Trust’s
performance, position and prospects. Such reports include
the Consolidated Income Statement, the Statement
of Financial Position, a comparison of actuals against
budgets and explanatory notes for significant variances
for the month and year-to-date performance.
ASCENDAS india trust ANNUAL REPORT 2014/15
