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consideration the nature and scope of Sabana Shari’ah Compliant
REIT’s operations.
Upon appointment, each Director is issued a formal letter of
appointment setting out the relevant Directors’ duties and
obligations, so as to acquaint them with their responsibilities as
Directors of the Manager. In addition to talks conducted by relevant
professionals, members of the Board are encouraged to attend
training courses organised by the Singapore Institute of Directors,
and also to participate in industry conferences, seminars or any
training programme, so as to stay abreast of changes to the
financial and legal requirements, and the business environment and
outlook. During the financial period, a briefing was conducted for
the Board on the proposed changes to the Code. The Directors
also attended various conferences and programmes to enhance
their knowledge and expertise.
The majority of the Directors are non-executive and independent
of management. This enables management to benefit from their
external, diverse and objective perspective on issues that are
brought before the Board. It also enables the Board to work with
management through robust exchange of ideas and views to help
shape the strategic process. This, together with a clear separation
of the roles between the Chairman and Chief Executive Officer,
provides a healthy professional relationship between the Board
and management, with clarity of roles and robust oversight as
they deliberate on business activities of the Manager.
Chairman and Chief Executive Officer
Principle 3: There should be a clear division of responsibilities
at the top of the company – the working of the Board and
the executive responsibility of the company’s business
– which will ensure a balance of power and authority,
such that no one individual represents a considerable
concentration of power.
The positions of Chairman and Chief Executive Officer are separate
and the positions are held by two persons. The Chairman, Mr
Steven Lim Kok Hoong, is an Independent Director while the
Chief Executive Officer, Mr Kevin Xayaraj, is an Executive Director.
The clear division of responsibilities between the Chairman and
the Chief Executive Officer facilitates effective oversight and clear
segregation of responsibilities. The Chairman and Chief Executive
Officer are not related to each other.
The Chairman is responsible for the overall management of the
Board as well as ensuring that members of the Board work
together with management in a constructive manner to address
strategies, business operations and enterprise issues. The Chief
Executive Officer has full executive responsibilities over the
business direction and operational decisions concerning the
management of Sabana Shari’ah Compliant REIT. He works
closely with the Board to implement the policies set by the Board
to realise the Manager’s vision.
Board Membership
Principle 4: There should be a formal and transparent
process for the appointment of new directors to the Board.
The Board has on 27 July 2011 established a Nominating
and Remuneration Committee to, among other things, make
recommendations to the Board on all Board appointments.
The Nominating and Remuneration Committee comprises three
members, the majority of whom, including the Chairman of the
Nominating and Remuneration Committee, are Independent
Directors.
The Nominating and Remuneration Committee consists of the
following members:
Associate Professor Muhammad Faishal (lndependent Director)
Bin Ibrahim Khan Surattee (Chairman)
Mr Yong Kok Hoon
(lndependent Director)
Mr Henry Chua Tiong Hock
(Non-executive Director)
The Nominating and Remuneration Committee has adopted
specific terms of reference defining its scope and authority. Its
duties with regard to nomination functions are:
• reviewing and assessing nominations for appointment or re-
appointment of members of the Board of Directors, the key
executives of the Manager, and members of the various Board
committees, for the purpose of proposing such nominations
to the Board for approval;
• performing annual evaluation of the Board’s performance with
reference to objective performance criteria;
• reviewing Board structure, size and composition annually
having regard to the scope and nature of the operations and
the core competencies of the Directors;
• determining on an annual basis, the independence of
Independent Directors;
• deciding whether a Director is able to and has been
adequately carrying out his or her duties as a Director of the
Manager particularly when the Director has multiple Board
representations; and
• assessing the effectiveness of the Board as a whole, and the
contribution by each individual Director to the effectiveness of
the Board.
Corporate Governance
SABANA SHARI’AH COMPLIANT REIT
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