SEO Version
The principal remuneration functions of the Nominating and
Remuneration Committee are:
• reviewing and recommending to the Board the remuneration
framework, including specific remuneration packages for each
Director and the key management; and
• reviewing and recommending long-term incentive schemes.
There are currently no option schemes or other long-term incentive
scheme for employees or Directors.
Board Performance
Principle 5: There should be a formal assessment of the
effectiveness of the Board as a whole and the contribution
by each director to the effectiveness of the Board.
The financial indicators set out in the Code as guides for the
evaluation of the Board and its Directors are in the Manager’s
opinion more of a measurement of the Manager’s performance and
therefore less applicable to the Directors. The Manager believes
that performance of the Board and individual Board members
would be better directed in providing proper guidance, diligent
oversight and able leadership and support to the Manager in
the management of the Trust’s assets under challenging market
conditions. This will in turn maximise Unitholders’ value.
The Nominating and Remuneration Committee has adopted a set
of performance criteria which includes the evaluation of the size
and composition of the Board, the Board’s access to information,
Board processes and accountability.
The Nominating and Remuneration Committee has conducted an
annual review of Directors’ independence based on the Code’s
criteria for independence and is of the view that Mr Steven Lim Kok
Hoong, Mr Yong Kok Hoon and Associate Professor Muhammad
Faishal Bin Ibrahim Khan Surattee are considered Independent.
Access To Information
Principle 6: In order to fulfill their responsibilities, Board
members should be provided with complete, adequate
and timely information prior to Board meetings and on an
on-going basis.
To assist the Board in fulfilling its responsibilities, management
provides adequate and timely information to the Board on Board
affairs and issues prior to each Board meeting.
Board meetings for each year are scheduled in advance to
facilitate Directors’ individual arrangements in respect of ongoing
commitments. Board papers are circulated in advance of each
meeting and include background explanatory information to enable
the Directors to make informed decisions. Explanatory information
may also be in the form of briefings to the Directors or formal
presentations by senior management staff in attendance at Board
meetings or by external professionals.
The Chief Executive Officer keeps Board members abreast of key
developments affecting Sabana Shari’ah Compliant REIT as well
as material transactions so that the Board is kept fully aware of
the affairs of the Trust.
The Board has separate and independent access to senior
management and the Company Secretary at all times. The
Company Secretary or its representative attends all Board
meetings and ensures that all Board procedures are complied with.
The Company Secretary also ensures that the Manager complies
with the requirements of the Companies Act and the Listing Manual
of the SGX-ST. The appointment and removal of the Company
Secretary is a matter for the Board as a whole.
If any of the Directors require independent professional advice in
the furtherance of their duties, the cost of such professional advice
will be borne by the Manager.
Remuneration Matters
Principle 7: There should be a formal and transparent
procedure for developing policy on executive remuneration
and for fixing the remuneration packages of individual
directors.
Principle 8: The level of remuneration should be appropriate
to attract, retain and motivate the directors needed to run
the company successfully but companies must avoid paying
more than is necessary for this purpose.
Principle 9: Each company should provide clear disclosure
of its remuneration policy, level and mix of remuneration,
and the procedure for setting remuneration in the
company’s annual report.
The Manager is committed to the principle that remuneration
matters are structured and benchmarked to good market
practices, to enable the Manager to attract and retain suitably
qualified talents to manage and grow Sabana Shari’ah Compliant
REIT’s business.
The Nominating and Remuneration Committee serves the
crucial role of ensuring that a formal and transparent process
is established for fixing the remuneration packages of individual
Directors and key management. It serves to assist the Board in
developing executive remuneration policies and practices which
are appropriate in attracting, retaining and motivating Directors
and key management of the Manager to successfully run Sabana
Shari’ah Compliant REIT which the Manager manages and yet at
the same time ensuring that overpayment is avoided.
ANNUAL REPORT 2011
53
Powered by FlippingBook Publisher