In line with the Manager’s commitment to limit paper wastage and reduce its carbon footprint, the
Manager no longer provides printed copy of Board papers and Directors are instead provided with
tablet devices to enable them to access and read Board and Board Committee papers prior to and
at meetings. This initiative also enhances information security as the papers are downloaded to tablet
devices through an encrypted channel.
In addition to providing timely, adequate and relevant information to the Board on Board affairs and
issues requiring the Board’s decision, the Management also provides on-going reports relating to the
operational and financial performance of the Manager, such as monthly management reports.
Where appropriate, informal meetings are also held for Management to brief Directors on prospective
deals and potential developments in the early stages before formal Board approval is sought.
The Board has separate and independent access to Management including the company secretary
of the Manager (Company Secretary) at all times. The Company Secretary attends to corporate
secretarial administration matters and is the corporate governance advisor on corporate matters to
the Board and Management. The Company Secretary attends Board meetings. The Board, whether
as individual Director or as a group, is also entitled to have access to independent professional
advice where required, at the Manager’s expense.
The AC also meets the internal auditors and external auditors separately at least once a year, without
the presence of the CEO and the Management and has unfettered access to any information that it
may require.
(B) REMUNERATION MATTERS
Procedures for Developing Remuneration Policies
Principle 7:
There should be a formal and transparent procedure for developing policy on executive
remuneration and for fixing the remuneration packages of individual directors. No director
should be involved in deciding his own remuneration.
Level and Mix of Remuneration
Principle 8:
The level and structure of remuneration should be aligned with the long-term interest and risk
policies of the company, and should be appropriate to attract, retain and motivate (a) the
directors to provide good stewardship of the company, and (b) key management personnel to
successfully manage the company. However, companies should avoid paying more than is
necessary for this purpose.
Disclosure on Remuneration
Principle 9:
Every company should provide clear disclosure of its remuneration policies, level and mix of
remuneration, and the procedure for setting remuneration, in the company’s Annual Report. It
should provide disclosure in relation to its remuneration policies to enable investors to
understand the link between remuneration paid to directors and key management personnel,
and performance.
The Manager believes that a framework of remuneration for the Board and key executives should not
be taken in isolation. It should be linked to the building of management bench strength and the
development of key executives. This is to ensure continual development of talent and renewal of
strong and sound leadership for a sustainable business and a lasting company in the best interests
of Ascott Reit.
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