Page 62 - TreasuryChinaTrust

Treasury China Trust Annual Report 2010 35

CORPORATE GOVERNANCE REPORT

INTRODUCTION

TCT listed on the Singapore Exchange Securities Trading Limited (SGX-ST) on 21 June 2010 and the Board of the Trustee-Manager confirms that the principles and guidelines of the Code of Corporate Governance 2005 (“COCG”) have been adhered to since listing except for the establishment of a Nomination Committee and a Remuneration Committee as the Board does not consider it appropriate and this is explained in COCG Code Principle 4 and 7 on pages 37 and 38.

BOARD MATTERS

COCG Code Principle 1: The Board’s conduct of affairs

The principal function of the Board of the Trustee-Manager is to oversee the management of TCT to ensure that it is managed in the best interests of the Unitholders. The Board has responsibility for the overall corporate governance of the Trustee-Manager including establishing goals for management and monitoring the achievement of these goals. The Trustee-Manager is also responsible for the strategic business direction and risk management of TCT. All Board members participate in matters relating to corporate governance, business operations and risks, financial performance and the nomination and review of Directors. The Board has established a framework for the management of the Trustee-Manager and TCT, including a system of internal controls and a business risk management process.

The Board has appointed Treasury Holdings (Shanghai) Property Management Co. Ltd. as the property manager of TCT.

The Board is also assisted by the Audit Committee and the Unit Option Scheme Committee. The Audit Committee’s terms of reference is approved by the Board of Directors and includes, inter alia, the oversight responsibilities of the compliance of principal internal control systems and procedures and risk management systems established by management of Treasury Holding Real Estate Pte Ltd and Treasury Holdings (Shanghai) Property Management Co. Ltd.

Details of the date of appointment for each director can be found in their biographies on page 11 to 13 of the Annual Report. The Board meets at least 6 times each year, as well as holding ad-hoc telephone board meetings as required, to discuss the strategic policies of TCT, including acquisitions and disposals, approve the quarterly and annual budget, review the performance of TCT, including the key financial risk areas, and to approve the quarterly and full-year financial results prior to release to the public. The Board has adopted a documented schedule of matters reserved for the Board to assist them in fulfilling their duties.

The directors’ attendance at Board Meetings and Committee Meetings for the period to 31 December 2010 are as follows:

Board Meeting

Telephone Board Meeting

Audit Committee Meeting

Telephone Audit Committee Meeting

Unit Option Scheme Committee Meeting

Number of meetings 3 4 3 1 2

Mr. Richard Barrett 3 4 N/A N/A N/A Mr. Raymond Horney 2 4 2 1 1 Mr. Richard David 3 4 N/A N/A N/A Mr. Rory Williams 3 4 N/A N/A N/A Mr. Stuart Leckie 3 3 3 1 2 Mr. Jen Shek Voon 3 4 3 1 2 Mr. Wong Fong Fui 2 2 2 1 1

None of the directors appointed an alternate to act on their behalf during the period ended 31 December 2010.

As part of the listing process in June 2010, all directors underwent an induction program informing them of the duties as directors of the Trustee-Manager. Information relating to new legislation, regulations, any changes to the SGX-ST Listing Manual, any other relevant matters are reported to the Board at the quarterly meetings by the Company Secretary. In addition to these, updates and briefings are provided to the Board from time to time by the professional advisers.