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The Manager’s main responsibility is to manage the assets and liabilities of the Trust for the beneft of its Unitholders.
The Manager sets the strategic direction of the Trust and gives recommendations to the Trustee, on the acquisition,
divestment and enhancement of the assets of the Trust in accordance with its stated investment strategy. The Manager
is also responsible for the risk management of the Trust.
The Manager and its offcers are licensed under the Securities and Futures Act, Chapter 289 to carry out REIT
management activities with effect from 2 November 2010. It holds a Capital Markets Services (“CMS”) Licence issued
by the MAS.
The Manager is committed to upholding high standards of corporate governance. It has adopted the revised
Code of Corporate Governance 2012 (the “2012 Code”) issued by MAS on 2 May 2012 as its benchmark,
even though the 2012 Code will only take effect in respect of annual reports for the Trust’s fnancial year commencing
1 January 2013.
This report describes the Manager’s corporate governance framework and practices in compliance with the principles
and guidelines of the 2012 Code. The Manager confrms that it has adhered to the principles and guidelines as set out
in the 2012 Code where applicable. Any deviations from the 2012 Code are explained.
BOARD MATTERS
THE BOARD’S CONDUCT OF AFFAIRS
Principle 1: Every company should be headed by an effective Board to lead and control the company.
The Board is collectively responsible for the long-term success of the company. The Board
works with Management to achieve this objective and Management remains accountable
to the Board.
The Board provides entrepreneurial leadership, sets the strategic direction and ensures that the necessary fnancial
and human resources are in place for the Manager to meet its objectives. It also sets the values and standards for the
Manager and the Trust, to ensure that obligations to its stakeholders are understood and met, with the ultimate aim of
safeguarding and enhancing Unitholder’s value.
The Board provides oversight and assumes overall responsibility for the corporate governance of the Manager, including
establishing goals for management and monitoring the achievement of these goals. The Board has established an
oversight framework for the Manager and the Trust, including a system of internal controls which enables risks to be
assessed and managed.
In order for the Board to effciently provide oversight, it delegates specifc areas of responsibilities to its Board
Committees; namely, the Nominating and Remuneration Committee (“NRC”) and Audit Committee (“AC”). Each
Board Committee is governed by written Terms of Reference which have been approved by the Board.
The Manager has adopted a framework of delegated authorisations in its Delegation of Authority (“DOA”) approved by
the Board. The DOA sets out the level of authorisation and their respective approval limits for a range of transactions,
including but not limited to acquisitions, divestments, operating and capital expenditures. Transactions and matters
which require the Board’s approval, such as, annual budgets, fnancial statements, funding and investment proposals,
opening and closing of bank accounts, are clearly set out in the DOA.
The Board meets at least once every quarter to discuss and review the fnancial performance of the Trust, including
any signifcant acquisitions and disposals, funding strategy and hedging activities, and to approve the release of the
quarterly, half-yearly and full year fnancial results. Ad-hoc meetings are convened as and when warranted by particular
circumstances requiring the Board’s attention.
CORPORATE GOVERNANCE REPORT
The Manager of Sabana REIT
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SABANA REIT
Annual Report 2012
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