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Ascott Residence Trust
Annual Report 2015
Overview
Sustainability
Business
Review
Portfolio
Details
Corporate
Governance &
Transparency
Financials &
Additional
Information
OUR CORPORATE GOVERNANCE CULTURE
The Manager aspires to the highest standards of corporate governance. The Manager is committed to ongoing
improvement in corporate governance. It has developed and, on an ongoing basis, maintains sound and
transparent policies and practices to meet the specific business needs of Ascott Reit and to provide a firm
foundation for a trusted and respected business enterprise. The Manager remains focused on complying with
the substance and spirit of the principles of the Code of Corporate Governance 2012 (Code) while achieving
operational excellence and delivering Ascott Reit’s long-term strategic objectives. The Board of Directors (Board)
is responsible for the Manager’s corporate governance standards and policies, underscoring their importance
to the Manager.
The Manager has received accolades from the investment community for excellence in corporate governance.
More details can be found on page 95 of this Annual Report.
This report sets out the corporate governance practices for the financial year (FY) 2015 with reference to the
Code. Where there are deviations from the principles and guidelines of the Code, an explanation has been
provided within this Annual Report.
(A) 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 Manager is led by the Board which presently comprises a majority of non-executive independent
Directors (IDs). This exceeds the requirements in the Code. Each Director brings to the Board skills,
experience, insights and sound judgement which, together with his strategic networking relationships,
serve to further the interests of Ascott Reit.
The Board oversees the affairs of the Manager in furtherance of the Manager’s primary responsibility to manage
the assets and liabilities of Ascott Reit for the benefit of Unitholders. The Board provides leadership to the Chief
Executive Officer (CEO) and the management team (Management) and sets the strategic vision, direction and
long-term objectives for Ascott Reit. The CEO, assisted by Management, is responsible for the execution of the
strategy for Ascott Reit and the day-to-day operations of Ascott Reit’s business.
The Board provides leadership to Management, sets strategic directions and oversees the management of Ascott
Reit. The Board establishes goals for Management and monitors the achievement of these goals. It ensures that
proper and effective controls are in place to assess and manage business risks and compliance with requirements
under the Listing Manual, the Property Funds Appendix, as well as any other applicable guidelines prescribed by the
SGX-ST, MAS or other relevant authorities, and applicable laws. It also sets the disclosure and transparency standards
for Ascott Reit and ensures that obligations to Unitholders and other stakeholders are understood and met.
The Board has reserved authority to approve certain matters and these include:
(a) material acquisitions, investments, disposals and divestments;
(b) issue of new units in Ascott Reit (Units);
(c) income distributions and other returns to Unitholders; and
(d) matters which involve a conflict of interest for a controlling Unitholder or a Director.
The Board has established various Board Committees to assist it in the discharge of its functions. These Board
Committees are the Audit Committee (AC), the Corporate Disclosure Committee (CDC) and the Executive Committee
(EC). The composition of the various Board Committees is set out on page 47 of this Annual Report.