Page 61 - TreasuryChinaTrust

Treasury China Trust Annual Report 2010 36

CORPORATE GOVERNANCE REPORT

The Directors are informed by the Company Secretary of the availability of appropriate courses which they may attend to update their knowledge and assist them in carrying out their duties as directors.

COCG Code Principle 2: Board Composition and Guidance

The Board consists of seven members, three of whom are Independent Directors for the purposes of the Business Trusts Act, Chapter 31A of Singapore (“BTA”).

The composition of the Board of the Trustee-Manager is determined by the following principles:

• At least a majority of Directors who are independent from management and business relationships with the Trustee-Manager;

• At least one third of Directors who are independent from management and business relationships with the Trustee-Manager and from every substantial shareholder of the Trustee-Manager;

• At least a majority of the Directors who are independent from any single substantial shareholder of the Trustee-Manager; • The Chairman of the Board should be a non-executive Director; and

• The Board should comprise Directors with a broad range of commercial experience including expertise in funds management and the property industry.

The Board is made up of individuals with a broad range of commercial experience, including expertise in fund management and the property industry. They are of the view that the size of the Board is appropriate to facilitate effective decision-making. Composition of the Board is reviewed periodically to ensure that the Board continues to comprise an appropriate mix of expertise and experience.

The Board has reviewed and determined the independence of the Directors using the criteria as set out in Regulation 12(7) of the Business Trusts Regulations 2005 and is satisfied that the Board composition of the Trustee-Manager continues to meet the independence requirements as set out in the BTA and that the Independent Directors, being Mr. Stuart Leckie, Mr. Jen Shek Voon and Mr. Wong Fong Fui, remain independent.

Mr. Barrett is co-owner of the sponsor, the Treasury Holdings Group (the “Sponsor”), and deemed a controlling unitholder of TCT. In addition, the Trustee-Manager is an indirect wholly-owned subsidiary of the Sponsor. Mr. Williams and Mr. David are directors of the Sponsor and Mr. David is also CEO of the Trustee-Manager. On this basis Mr. Barrett, Mr. David and Mr. Williams are deemed not to be independent for the purposes of the Code of Corporate Governance 2005 and Business Trusts Regulations 2005.

Mr. Horney is Chairman to Real Estate Opportunities plc, deemed to be a subsidiary of the Sponsor and therefore he is deemed not to be independent for the purposes of the Code of Corporate Governance 2005 and the Business Trust Regulations 2005.

Further information on the background and experience of the Directors can be found on pages 11 to 13 of the Annual Report.

The Statement on the composition of the Board of Directors of the Trustee-Manager pursuant to Regulation 12(8) of the Business Trusts Regulations 2005 can be found on pages 11 to 13 of the Annual Report.

COCG Code Principle 3: Chairman and Chief Executive Officer

The positions of Chairman and Chief Executive Officer are separately held by two persons in order to maintain an effective check and balance. The Chairman of the Board is Mr. Richard Barrett, a non-executive Director, and the Chief Executive Officer is Mr. Richard David, an Executive Director.

There is a clear separation of roles between the Chairman and the Chief Executive Officer. This contributes towards a healthy professional relationship between the Board and management, providing clarity of roles and robust oversight as they deliberate on the business activities of the Trustee-Manager.

The Chairman is responsible for the overall management of the Board and promoting high standards of corporate governance. This includes ensuring that the members of the Board have access to accurate, timely and clear information, and that the Board and the management work together with integrity and competency. The Chairman is responsible for ensuring that the Board engages the management in constructive debate on strategy, business operations, enterprise risk and other plans while the Chief Executive Officer has full executive responsibilities over the business directions and operational decisions in the day-to-day management of the Trustee-Manager, whilst taking into account the interests of the Unitholders.

To ensure appropriate prudential governance, the Trustee-Manager has appointed Mr. Stuart Leckie, an Independent Non-Executive Director, to be the Lead Independent Director. Mr. Leckie is available to Unitholders where they have concerns when contact through the normal channels to the Chairman or the Chief Executive Officer has failed to resolve or for which such contact is inappropriate.