The Manager issues formal letters upon appointment of new Directors, setting out their relevant duties and
obligations, to acquaint them with their responsibilities as Directors of the Manager.
Newly appointed Directors are provided with information relating to the Trust’s business, strategic directions,
corporate governance policies and procedures. Training may be provided for first-time Directors in areas such
as accounting, legal and industry-specific knowledge where appropriate. The costs of arranging and funding
the training of the Directors will be borne by the Manager.
The Directors (including newly appointed Directors) are also regularly updated on new developments in laws
and regulations or changes in regulatory requirements and financial reporting standards which are relevant
to or may affect the Manager or the Trust. The Manager encourages and sponsors its Directors to attend
training courses, so as to stay abreast of changes to the financial, legal and regulatory requirements and the
business environment.
BOARD COMPOSITION AND GUIDANCE
Principle 2: There should be a strong and independent element on the Board, which is able to exercise
objective judgement on corporate affairs independently, in particular, from Management and 10%
shareholders. No individual or small group of individuals should be allowed to dominate the Board’s
decision making.
The composition of the Board is determined using the following principles:
1. The Chairman should be a Non-executive Director;
2. At least one-third of the Board should comprise Independent Directors; and
3. The Board should be of appropriate size and mix of experience in business, finance, law and management
skills critical to the Trust’s business and that each Director brings to the Board an independent and
objective perspective to enable balanced and well-considered decisions to be made.
The Board currently consists of five Directors, two of whom are non-executive and independent, that is, they
have no relationship with the Manager, its related companies, its 10% shareholders, or their officers that could
interfere, or be reasonably perceived to interfere, with the exercise of the Director’s independent business
judgment with a view to the best interest of the Trust, and they are able to exercise objective judgment on
corporate affairs independently from the management and its 10% shareholders. As Non-executive Directors
and Independent Directors make up more than half of the Board, no individual or group is able to dominate
the Board’s decision making process.
The NRC reviews the size and composition of the Board on an annual basis, and considers the present Board
size and composition as appropriate for the current scope and nature of the Trust’s operations. The diversity of
gender, skills, experience and core competencies of the members in areas such as accounting, finance, legal,
property, and business development enables balanced and well-considered decisions to be made.
Based on the NRC’s recommendations, the Board is satisfied that there is a strong and independent element
on the Board.
As part of the regulatory requirements for CMS licence holders, MAS must provide prior approval for any
change of the CEO or of any Board member.
CORPORATE GOVERNANCE
SABANA REIT
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ANNUAL REPORT 2014
72
