the business activities of Ascott Reit, its strategic directions and policies, the regulatory environment
in which Ascott Reit operates and the Manager’s corporate governance practices. The Manager also
provides appropriate training for first-time directors including industry-specific knowledge.
Following their appointment, Directors are provided with opportunities for continuing education in
areas such as directors’ duties and responsibilities, changes to regulations and accounting
standards and industry-related matters, so as to be updated on matters that affect or may enhance
their performance as Directors or Board Committee members.
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 Board comprises individuals who are business leaders and professionals with financial, banking,
fund management, real estate, legal, economics and investment backgrounds. The varied
backgrounds of the Directors enable Management to benefit from their external, diverse and
objective perspectives on issues brought before the Board. The size and composition of the Board
are reviewed regularly to ensure that the Board is of appropriate size and has an optimal mix of
expertise and experience, and comprises persons who, as a group, provide the necessary core
competencies, taking into consideration the nature and scope of Ascott Reit’s operations.
The Board presently comprises eight Directors, of whom five are non-executive independent
Directors. The profiles of the Directors are set out on pages 17 to 24 of the Annual Report.
The independence of each Director is reviewed by the Board upon appointment, and thereafter
annually and as and when circumstances require. An independent director is one who has no
relationship with the Manager, its related corporations, its shareholders who hold 10% or more of the
voting shares in the Manager, or Unitholders who hold 10% or more of the units in issue of Ascott Reit
or its officers that could interfere, or be reasonably perceived to interfere, with the exercise of the
Directors’ independent business judgement in the best interests of Ascott Reit. The Board has
determined that, under the Code, Mr Lim Jit Poh, Mr S. Chandra Das, Mr Giam Chin Toon @ Jeremy
Giam, Mr Ku Moon Lun and Mr Zulkifli Bin Baharudin are independent Directors in FY 2014.
Chairman and Chief Executive Officer
Principle 3:
There should be a clear division of responsibilities between the leadership of the Board and the
executives responsible for managing the company’s business. No one individual should
represent a considerable concentration of power.
To maintain an appropriate balance of power, increased accountability and greater capacity of the
Board for independent decision making, the roles and responsibilities of the Chairman and the CEO
are held by separate individuals.
The non-executive independent Chairman is responsible for leading the Board and ensuring that the
Board is effective on all aspects of its role. The CEO has full executive responsibilities over the
business directions and operational decisions of Ascott Reit and is responsible for implementing
Ascott Reit’s strategies and policies and for conducting Ascott Reit’s business. The Chairman and the
CEO are not immediate family members. The separation of the roles of the Chairman and the CEO
Corporate Governance
30 | Ascott Residence Trust Annual Report 2014
