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Ascott Residence Trust
Annual Report 2015
Corporate Governance
Each of these Board Committees operates under delegated authority from the Board, with the Board retaining overall
oversight. The Board may form other Board Committees as dictated by business imperatives. Membership of the
various Board Committees is managed to ensure an equitable distribution of responsibilities among Board members,
to maximise the effectiveness of the Board and to foster active participation and contribution from Board members.
Diversity of experience and appropriate skills are considered in the composition of the respective Board Committees.
The Board has adopted a set of internal controls which establishes approval limits for capital expenditure, investments,
divestments, bank borrowings and issuance of debt instruments. Apart from matters that specifically require the
Board’s approval, the Board delegates authority for transactions below those limits to Board Committees and
Management. Approval sub-limits are also provided at Management level to optimise operational efficiency.
The Board meets at least once every quarter, and as required by business imperatives. Where exigencies prevent a
Director from attending a Board meeting in person, the Constitution of the Manager permits the Director to participate
via teleconferencing or video conferencing. The Board and Board Committees may also make decisions by way of
resolutions in writing.
A total of six Board meetings were held in FY 2015. A table showing the attendance record of the Directors
at meetings of the Board and Board Committees during FY 2015 is set out on page 47 of this Annual Report.
The Manager believes in the manifest contribution of its Directors beyond attendance at formal Board and Board
Committee meetings. To judge a Director’s contributions based on his attendance at formal meetings alone
would not do justice to his overall contributions, which include being accessible to Management for guidance or
exchange of views outside the formal environment of Board and Board Committee meetings.
The Manager provides suitable training for Directors. Upon appointment, each Director is provided with a formal letter
of appointment and a copy of Directors’ Manual (which includes information on a broad range of matters relating
to the role and responsibilities of a director). All Directors on appointment also undergo an induction programme to
familiarise themselves with matters relating to 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.
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.
At all times, the Directors are collectively and individually obliged to act honestly and with diligence, and to consider
the best interests of Unitholders. In addition to disclosure of any interest a Director may have in a matter under
consideration by the Board, any Director who is in a conflict of interest situation is also required to abstain from
participating in discussions on the matter.
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 reviews from time to time the size and composition of the Board with a view to ensuring that the size of
the Board is appropriate in facilitating effective decision making, taking into account the scope and nature of the
operations of Ascott Reit and its subsidiaries (Ascott Reit Group), and that the Board has a strong independent
element.
The Board presently comprises seven Directors, of which four are IDs. The Chairman of the Board is an ID.
Profiles of the Directors are provided on pages 19 to 23 of this Annual Report.
