On 1 August 2008, a licensing regime for managers of real estate investment trusts (“
REITs
”) was implemented under
the SFA. A person conducting REIT management activities is required to hold a capital markets services licence (“
CMS
Licence
”) pursuant to the SFA. On 11 August 2009, the Manager obtained a CMS Licence from MAS to conduct REIT
management. As a holder of a CMS Licence, the Manager is required to comply with various laws and regulations
applicable to CMS Licence holders which include, among others, the SFA, the Securities and Futures (Licensing and
Conduct of Business) Regulations, the Securities and Futures (Financial and Margin Requirements for Holders of Capital
Markets Services Licences) Regulations and the Securities and Futures (Disclosures of Interests) Regulations.
BOARD MATTERS
The Board’s Conduct of Affairs
Principle 1:
Every company should be headed by an effective Board to lead and control the company. The Board is
collectively responsible for the long-term success of the company. The Board works with management
to achieve this objective and management remains accountable to the Board.
The board of directors of the Manager (the “
Board
”) is responsible for the overall management and corporate governance
of the Manager including establishing strategic objectives, providing entrepreneurial leadership, establishing goals
for management and monitoring the achievement of these goals. All Board members participate in matters relating to
corporate governance, business operations and risks, financial performance and the nomination and review of directors.
The Board has established a framework for the management of the Manager including a system of internal controls and
a business risk management process which enables risks to be assessed and managed.
The Board meets regularly, at least once every quarter, to deliberate the strategic objectives and policies of PLife REIT.
Matters requiring the Board’s decision and approval include matters relating to investments, acquisitions and disposals,
leasing, assets enhancement initiatives, operating/capital expenditure, loan or debt financing or refinancing taking into
consideration PLife REIT’s commitment in terms of capital and other resources, the annual budget, the release of the
quarterly and full year results, the appointment of directors and other material transactions. The Board also reviews
the financial performance of PLife REIT against a previously approved budget, assesses the risks to the assets of PLife
REIT, examines liability management, and acts upon any comments from the auditors of PLife REIT. Where necessary,
additional Board meetings are held to address significant transactions or issues.
The number of Board and Board committee meetings during the financial year ended 31 December 2015 (“
FY2015
”), as
well as the attendance of each Board member at these meetings, are set out below.
Director
Board
Meetings
Audit
Committee
Meetings
Nominating and
Remuneration
Committee Meetings
Mr. Lim Kok Hoong
4
4
–
Mr. Puah Tuan Soon Benson
4
4
2
Mr. Tan Bong Lin
4
4
2
Dr. Tan See Leng
4
–
2
Mr. Ahmad Shahizam Bin Mohd Shariff*
4
–
–
Dr. Lim Suet Wun
4
–
–
Mr. Tan See Haw
4
–
–
Ms. Rossana Annizah Binti Ahmad Rashid
#
–
–
–
Mr. Yong Yean Chau
4
–
–
No. of Meetings held in FY2015
4
4
2
* Resigned with effect from 16 November 2015
# Appointed with effect from 16 November 2015
CORPORATE
GOVERNANCE
ParkwayLife REIT
Annual Report 2015
50
