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SABANA SHARI’AH COMPLIANT REIT
56
Corporate Governance
Internal Controls and Internal Audit
Principle 12: The Board should ensure that the Management
maintains a sound system of internal controls to safeguard
the shareholders’ investments and the company’s assets.
Principle 13: The Company should establish an internal
audit function that is independent of the activities it audits.
The Manager has put in place a system of internal controls of
procedures and processes, including financial, operational and
compliance controls, and risk management systems to safeguard
Sabana Shari’ah Compliant REIT’s assets, Unitholders’ interest as
well as to manage risk.
The internal audit function of the Manager is out-sourced to
PricewaterhouseCoopers LLP. The internal auditors report directly
to the Audit Committee on audit matters. The Audit Committee
also reviews and approves the annual internal audit plan and
reviews the internal audit reports and activities on an on-going
basis. The Audit Committee is of the view that the internal auditor
has adequate resources to perform its functions and has to the
best of its ability, maintained its independence from the activities
that it audits.
The Audit Committee has reviewed the effectiveness, adequacy
and robustness of the Manager’s risk management policies,
procedures and internal controls, including financial, operational
and compliance controls. Material non-compliance and internal
control weakness noted during the audit, and the auditors’
recommendat ions to address such non-compl iance and
weakness will be reported to the Audit Committee. Management
follows up and implements the internal and external auditors’
recommendations.
Based on the reviews conducted, discussions with auditors, and
the Management’s responses to the auditors’ recommendations
for improvements to the system of internal controls put in place
by the Manager, the Board and the Audit Committee are of the
opinion that, in the absence of any evidence to the contrary,
the internal controls including financial, operational, compliance
controls and risk management processes are adequate to meet the
needs of Sabana Shari’ah Compliant REIT in its current business
environment.
Communication with Unitholders
Principle 14: Companies should engage in regular, effective
and fair communication with shareholders.
Principle 15: Companies should encourage greater
shareholder participation at annual general meetings, and
allow shareholders the opportunity to communicate their
views on various matters affecting the company.
The Listing Manual of the SGX-ST requires that a listed entity
discloses to the market matters that would likely have a material
effect on the price of the entity’s securities. The Manager strives
to uphold a strong culture of timely disclosure and transparent
communication with Unitholders and the investing community.
The Manager’s disclosure policy requires timely and full disclosure
of all material information relating to Sabana Shari’ah Compliant
REIT by way of public releases or announcements through the
SGX-ST via SGXNET at first instance and subsequently, by way
of the release on Sabana Shari’ah Compliant REIT’s website at
http://www.sabana-reit.com.
The Manager also uses other channels of communication with
Unitholders such as:
• Media and analysts’ briefings.
• One-on-one/group meetings or conference calls, investor
luncheons, local/overseas roadshows and conferences.
• Press releases on major developments of Sabana Shari’ah
Compliant REIT.
The Manager regularly communicates with Unitholders and
receives and attends to their queries and concerns. More details
on the Manager’s investor relations activities and efforts are found
on page 49 of the Annual Report.
Sabana Shari’ah Compliant REIT will hold its Annual General
Meeting on 12 April 2012. The Annual General Meeting will provide
Unitholders a formal communication channel with the Manager.
Board members, senior management of the Manager and the
external auditors of Sabana Shari’ah Compliant REIT will be in
attendance at the upcoming Annual General Meeting to address
questions and concerns of the Unitholders.
Any Unitholder who is unable to attend the Annual General Meeting
may appoint up to two proxies to attend and vote in his/her stead.
Unitholders are encouraged to attend the Annual General Meeting
to raise relevant questions and communicate their views.
Additional Information
Dealings in Units
The Board has adopted an internal compliance code of conduct
to provide guidance to its Directors, key management and
employees dealing in Sabana Shari’ah Compliant REIT’s units
(“Units”). Directors are required to give notice to the Manager of
his acquisition of Units or changes in the number of Units he holds
or in which he has an interest, within two business days after such
acquisition or occurrence.
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