CORPORATE GOVERNANCE
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
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.
As at 31 December 2014, the Board members are:
Independent Directors
Mr Steven Lim Kok Hoong (Chairman)
Mr Yong Kok Hoon
Non-executive Directors
Mr Henry Chua Tiong Hock
Ms Ng Shin Ein
Executive Director
Kevin Xayaraj (Chief Executive Officer)
The profiles of the Directors (which contain key information of the Directors that the Manager considers to be
relevant to Unitholders for the purposes of Guideline 4.7 of the 2012 Code) are set out on pages 58 to 61 of
this Annual Report.
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 efficiently provide oversight, it delegates specific areas of responsibilities to its Board
Committees; namely, the Nominating and Remuneration Committee (“NRC”) and Audit Committee (“AC”).
Each Board Committee is governed by 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, financial 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 financial performance of the Trust,
including any significant acquisitions and disposals, funding strategy and hedging activities, and to approve
the release of the quarterly, half-yearly and full year financial results. Additional meetings are convened as and
when warranted by particular circumstances requiring the Board’s attention. The Articles of Association of the
Manager provide for Directors’ participation in meeting by way of telephone or video conferencing or other
methods of simultaneous communication by electronic or telegraphic means.
SABANA REIT
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ANNUAL REPORT 2014
71
