Independent Directors
The Board has three independent directors, namely Mr. Lim Kok Hoong, Mr. Puah Tuan Soon Benson and Mr. Tan Bong
Lin. The criterion of independence is based on the definition given in the CG Code. The Board considers an “independent”
director is one who has no relationship with the Manager, its related corporations, its 10% shareholders or its officers
or Unitholders of PLife REIT who have an interest of 10% or more in the Units of PLife REIT that could interfere, or be
reasonably perceived to interfere, with the exercise of the director’s independent business judgment with a view to the
best interest of the Manager and PLife REIT.
The NRC has conducted an annual review of the directors’ independence. The NRC noted that Mr. Lim Kok Hoong,
Mr. Puah Tuan Soon Benson and Mr. Tan Bong Lin will serve on the Board for a period exceeding nine years in July 2016
as they were first appointed to the Board on 5 July 2007. However, the NRC considered that Mr. Lim, Mr. Puah and Mr.
Tan have each demonstrated independence of view and conduct at both Board meetings and Board committee meetings
and have been exercising independent judgement in the best interests of PLife REIT. The NRC therefore considered that
each of them should be considered independent despite their length of service. Based on the recommendations of the
NRC, the Board concurred that Mr. Lim, Mr. Puah and Mr. Tan to be independent.
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.
A new female Board member, Ms. Rossana Annizah Binti Ahmad Rashid was appointed to the Board on 16 November
2015. 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.
The profiles of the directors are set out on pages 16 to 20 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
CORPORATE
GOVERNANCE
ParkwayLife REIT
Annual Report 2015
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