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ANNUAL REPORT 2011
51
The Board meets to review the Manager’s key activities. Board
meetings are held once every quarter (or more often if necessary)
to discuss and review the strategies and policies of Sabana
Shari’ah Compliant REIT, including any significant acquisitions
and disposals, the annual budget, the financial performance of
the Trust against previously approved budget, and to approve the
release of the quarterly, half year and full year results. The Board
also reviews the risks to the assets of Sabana Shari’ah Compliant
REIT, and acts judiciously upon the comments from the auditors
of the Trust. Where necessary, additional Board meetings will be
held to address significant transactions or issues. The Articles of
Association of the Manager provide for Board meetings to be held
by way of telephone or video conferencing or other methods of
simultaneous communication by electronic or telegraphic means.
In the discharge of its functions, the Board is supported by Board
committees that provide independent supervision of management,
and which also serve to ensure that there are appropriate checks
and balances. These Board committees are the Audit Committee
and Nominating and Remuneration Committee. Each of these
Board committees operates under delegated authority from the
Board.
The Board has adopted a set of internal controls, which sets
out approval limits for, amongst others, capital expenditure, new
investments and divestments, operating of bank accounts, bank
borrowings as well as arrangement in relation to cheque signatories
at Board level. Apart from matters that specifically require approval
from the Board, the Board approves transactions exceeding
certain threshold limits, while delegating authority for transactions
below those limits to the Board commitees.
Changes to regulations, policies and accounting standards are
monitored closely. Where the changes have an important impact on
Sabana Shari’ah Compliant REIT or have an important bearing on
the Manager’s or Directors’ disclosure obligations, the Directors will
be briefed either during Board meetings or at specially convened
sessions conducted by relevant professionals. Management also
provides the Board with complete and adequate information on a
timely manner through regular updates on financial results, market
trends and business developments.
The number of Board meetings and Board committees meetings
from 29 October 2010 (date of constitution of Sabana Shari’ah
Compliant REIT) to 31 December 2011, as well as the attendance
of their membership, are set out on page 55 of this Annual Report.
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.
The composition of the Board is determined using the following
principles:
• the Chairman of the Board should be a Non-executive Director;
• at least one-third of the Board should comprise of Independent
Directors; and
• the Board should be of appropriate size and mix of expertise
and experience in business, finance, law and management
skills critical to Sabana Shari’ah Compliant REIT’s businesses
and that each Director brings to the Board an independent and
objective perspective to enable balanced and well considered
decisions to be made.
The Board presently consists of six Directors, of whom, only
the Chief Executive Officer is an Executive Director, three are
Independent Directors and two are Non-executive Directors. A
Director is considered independent if he has no relationship with
the Manager or its officers that could interfere, or be reasonably
perceived to interfere, with the exercise of the Director’s
independent judgement. The independence of each Director
is reviewed annually by the Nominating and Remuneration
Committee.
The following sets out information regarding the Directors:
Independent Directors
Mr Steven Lim Kok Hoong (Chairman)
Mr Yong Kok Hoon
Associate Professor Muhammad Faishal
Bin Ibrahim Khan Surattee
Non-executive Directors
Mr Henry Chua Tiong Hock
Ms Ng Shin Ein
Executive Director
Kevin Xayaraj, Chief Executive Officer
The profiles of the Directors are set out on page 16 of this Annual
Report.
The Board comprises business leaders and professionals with
legal, accounting, fund management, property and business
development backgrounds. The Board, through the Nominating
and Remuneration Committee, is of the view that its current
composition provides the necessary core competencies and that
the current Board size is appropriate and effective, taking into
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