and the resulting clarity of roles provide a healthy professional relationship between the Board and
the Management and facilitate robust deliberations on the business activities of Ascott Reit and
exchange of ideas and views to help shape the strategic process.
The Chairman is responsible for leadership of the Board and for creating the conditions for overall
effectiveness of the Board, Board Committee and individual Director. This includes setting the
agenda of the Board in consultation with the CEO and promoting constructive engagement among
the Directors as well as between the Board and the CEO on strategic issues.
The Chairman plays a significant leadership role by providing clear oversight, advice and guidance
to the CEO and the Management on strategies and business operations.
Board Membership
Principle 4:
There should be a formal and transparent process for the appointment and re-appointment of
directors to the Board.
The Manager does not have a nominating committee. In view that the Manager is a dedicated
manager to only Ascott Reit, and taking into account the activities and scale of business of Ascott
Reit, the size of the Board and the fact that independent directors constitute more than half of the
Board of the Manager, the Board considers that the objectives of a nominating committee may be
achieved by the full Board (of which comprises a majority of independent Directors) undertaking the
responsibilities of a nominating committee. Therefore, the Board performs the functions that such a
committee would otherwise perform, namely, it administers nominations to the Board, reviews the
structure, size and composition of the Board, and reviews the independence of Board members.
Directors of the Manager are not subject to periodic retirement by rotation.
Under the Code, the composition of the Board, including the selection of candidates for new
appointments to the Board as part of the Board’s renewal process, is determined using the following
principles:
(a) the Board should comprise Directors with a broad range of commercial experience, including
expertise in fund management, the property industry, banking and legal fields; and
(b) at least one-third of the Board should comprise independent Directors. Where, amongst other
things, the Chairman of the Board is not an independent Director, at least half of the Board
should comprise independent Directors.
Renewal or replacement of Board members do not necessarily reflect their contributions to date, but
may be driven by the need to position and shape the Board in line with the evolving needs of Ascott
Reit and its business.
The selection of candidates is evaluated taking into account various factors including the current and
mid-term needs and goals of Ascott Reit, as well as the relevant expertise of the candidates and their
potential contributions. Candidates may be put forward or sought through contacts and
recommendations.
Guideline 4.4 of the Code recommends that the Board determine the maximum number of listed
company board representations which any director may hold and disclose this in the annual report.
The Board is of the view that, the limit on the number of listed company directorships that an
individual may hold should be considered on a case-by-case basis, as a person’s available time and
attention may be affected by many different factors such as whether they are in full-time employment
Pursuing Growth | 31
