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Ascott Residence Trust
Annual Report 2015
Overview
Sustainability
Business
Review
Portfolio
Details
Corporate
Governance &
Transparency
Financials &
Additional
Information
The Board assesses the independence of each Director in accordance with the guidance in the Code. An ID is one
who has no relationship with the Manager, its related corporations, its shareholders who hold 10% or more of the
voting shares of 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 his independent business judgement.
The relevant non-executive Directors had provided declarations of their independence which have been deliberated
upon by the Board. The Board has also examined the different relationships identified by the Code that might impair
the Director’s independence and objectivity.
Mr Lim Jit Poh and Mr Ku Moon Lun have served on the Board for more than nine years. The Code recommends
that the independence of any director who has served beyond nine years be subject to rigorous review. The
Board has accordingly reviewed and determined that Mr Lim and Mr Ku have continuously demonstrated
strong independence in character and judgement in the discharge of their responsibilities as Directors of the
Manager during FY 2015. Mr Lim and Mr Ku have been forthcoming in expressing their individual viewpoints,
active in their debate over issues concerning Ascott Reit, and objective in their scrutiny of and challenges to
Management. They have actively sought clarification and amplification of board affairs as necessary, including
through direct access to the Management and external advisors.
The Board has also considered whether each of Mr Tan Beng Hai, Bob and Mr Zulkifli Bin Baharudin had
demonstrated independence of character and judgement in the discharge of his responsibilities as a Director of the
Manager in FY 2015, and is satisfied that each of Mr Tan and Mr Zulkifli has acted with independent judgement.
On the bases of the declarations of independence provided by the Directors and guidance in the Code, the
Board has determined that Mr Lim Jit Poh, Mr Ku Moon Lun, Mr Tan Beng Hai, Bob and Mr Zulkifli Bin Baharudin
are independent directors, as defined under the Code. Each member of the Board had recused himself from
deliberations on his own independence.
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, Mr Lim Jit Poh, is responsible for leading the Board and ensuring that
the Board is effective in all aspects of its role. The CEO, Mr Tay Boon Hwee, Ronald 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 conducting Ascott Reit’s business.
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
Management on strategies and business operations.
The Chairman and the CEO are not immediate family members. The separation of the roles of the Chairman
and the CEO and the resulting clarity of roles provide a healthy professional relationship between the Board and
Management, and facilitate robust deliberations on the business activities of Ascott Reit and the exchange of ideas
and views to help shape Ascott Reit’s strategic process.
