In the discharge of its functions, the Board is supported by an Audit Committee (“
AC
”) that provides independent oversight
of the Manager. The Board is also supported by a Nominating and Remuneration Committee (“
NRC
”) which oversees the
remuneration matters of the directors and key management personnel of the Manager and the effectiveness of the Board.
Each of these Board committees operates under delegated authority of the Board and is governed by its respective terms
of reference which have been approved by the Board.
The Board has adopted a set of internal controls which it believes is adequate in safeguarding Unitholders’ interests and
PLife REIT’s assets. Appropriate delegation of authority has been provided to management to facilitate operational efficiency.
Changes to laws, regulations, accounting standards and commercial risks are monitored closely. To keep pace with such
changes where these changes have an important bearing on the Manager’s or directors’ obligations, the directors will be
briefed either during Board meetings or at specially-convened sessions involving the relevant professionals. The Board
may also participate in seminars and/or discussion group to keep abreast of the latest developments which are relevant
to the Manager and PLife REIT. In FY2015, the AC was updated on the New Auditor Reporting Requirements and the
Board was updated on (i) the MAS Response to Feedback Received: Consultation on Enhancements to the Regulatory
Regime Governing REITs and REIT Managers and (ii) the Listing Manual Amendments on Undertakings from Directors
and Executive Officers.
BOARD COMPOSITION AND GUIDANCE
Principle 2:
There should be a strong and independent element on the Board, which is able to exercise objective
judgement on corporate affairs independently, in particular, from management and 10% shareholders.
No individual or small group of individuals should be allowed to dominate the Board’s decision making.
The Board presently consists of eight members, seven of whom are non-executive directors (including three independent
directors). The Chairman of the Board is Mr. Lim Kok Hoong. None of the directors has entered into any service contract
directly with PLife REIT.
Current Director’s Appointment and Membership on Board Committees
Director
Board
membership
Audit
Committee
Nominating and
Remuneration
Committee
Mr. Lim Kok Hoong
Chairman and Independent Director
Member
–
Mr. Puah Tuan Soon Benson
Independent Director
Member
Chairman
Mr. Tan Bong Lin
Independent Director
Chairman
Member
Dr. Tan See Leng
Non-Executive Director
–
Member
Mr. Ahmad Shahizam Bin Mohd Shariff*
Non-Executive Director
–
–
Dr. Lim Suet Wun
Non-Executive Director
–
–
Mr. Tan See Haw
Non-Executive Director
–
–
Ms. Rossana Annizah Binti Ahmad Rashid
#
Non-Executive Director
–
–
Mr. Yong Yean Chau
Executive Director
–
–
* Resigned with effect from 16 November 2015
# Appointed with effect from 16 November 2015
The composition of the Board is determined using the following principles:
1.
the Chairman of the Board and Chief Executive Officer should in principle be separate persons;
2.
the Board should comprise directors with a broad range of expertise and commercial experience (including
expertise in funds management and the property industry), and knowledge of PLife REIT; and
3.
at least one-third of the Board should comprise independent directors.
ParkwayLife REIT
Annual Report 2015
51
