Parkway Life REIT - Annual Report 2014 - page 57

Non-executive Directors
Non-executive directors exercise no management functions in the Manager or PLife REIT or any of its subsidiaries. Although
all the directors have equal responsibility for the performance of the Manager and PLife REIT, the role of the non-executive
directors is particularly important in ensuring that the performance of management in meeting agreed goals and objectives
is reviewed and the reporting of performance is monitored; and the strategies proposed by management are fully discussed,
rigorously examined and developed, taking into account the long-term interests of PLife REIT’s assets and the Unitholders.
The non-executive directors meet regularly without the presence of the management.
The Board has reviewed its composition and is satisfied that the existing size and composition is appropriate, taking into
account the scope and nature of operations of the Manager and PLife REIT, the requirements of the business and the
need to avoid undue disruptions from changes to the composition of the Board and its committees. The majority of the
directors are non-executive and/or independent of the management. This enables the management to benefit from their
external, diverse and objective perspective on issues that are brought before the Board. It would also enable the Board to
interact and work with the management through a robust exchange of ideas and views to help shape the strategic process.
This, together with a clear separation of roles of the Chairman and Chief Executive Officer described below, provides a
healthy professional relationship between the Board and the management, with clarity of roles and robust oversight as
they deliberate the business activities of the Manager. The composition will be reviewed regularly to ensure that the Board
has the appropriate mix of expertise and experience and is of the appropriate size. None of the directors have served on
the board of the Manager for a period exceeding nine years.
The profiles of the directors are set out on pages 20 to 24 of this Annual Report.
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
Principle 3: There should be a clear division of responsibilities between the leadership of the Board and the executives
responsible for managing the company’s business. No one individual should represent a considerable
concentration of power.
The positions of Chairman and Chief Executive Officer are separately held by two persons in order to maintain an effective
check and balance and ensure increased accountability and greater capacity for the Board for independent decision making.
The Chairman of the Board, Mr. Lim Kok Hoong is an independent director. The Chief Executive Officer is Mr. Yong Yean
Chau who is also an executive director of the Manager. The Chairman and the Chief Executive Officer are not immediate
family members and are not related to each other.
There is a clear separation of the roles and responsibilities between the Chairman and the Chief Executive Officer. The
Chairman is responsible for the overall management of the Board as well as ensuring that the directors and the management
work together with integrity and competency and that the Board engages the management in constructive debate on
strategy, business operations, enterprise risk and other plans.
The Chief Executive Officer has full executive responsibilities over the business directions and operational decisions in the
day to day management of PLife REIT.
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