Page 60 - TreasuryChinaTrust

The Board recognises the importance of having appropriate level of expertise and experience relevant to the business of TCT and as such reviews Board composition periodically to ensure that the Trustee-Manager maintains the appropriate mix of expertise and experience and to further ensure that at least a majority of the Board comprises independent directors.

A Nomination Committee has not been established as the Trustee-Manager, and not TCT, appoints all the directors. The nomination function, however is still performed by the Board so as to conform to best practices recommended by the Code. All of the Board members participate in matters relating to nomination and review of Directors.

There have been no changes to the composition of the Board of the Trustee-Manager since listing. In respect of future Board appointments, identification and evaluation of any new directors to the Board will be undertaken through a process of contacts and recommendations. Suitable candidates will be carefully evaluated by the Board on the basis of their qualifications, working experience, expertise and ability to add value through their contributions to the business of TCT. Upon appointment to the Board, all Directors are provided with a formal letter setting out the Director’s duties, obligations and responsibilities.

The Board is satisfied that sufficient time and attention are being given by the Directors to the affairs of TCT and the Trustee-Manager, notwithstanding that some of the directors have multiple board representations.

TCT was listed on the main board of SGX-ST by way of introduction on 21 June 2010. The performance of the Board of the Trustee-Manager is linked to the performance of TCT. Given the length of time between listing and the reporting date of these Financial Statements, the Board has yet to undertake a performance evaluation. However it is the intention of the Board to conduct its own performance evaluation annually by way of a questionnaire through which all the Directors will be required to complete and assess the overall effectiveness of the Board. This exercise will be aimed at giving the Directors an opportunity to gauge their effectiveness individually and collectively. It also helps to ensure continual improvement in the Board’s decision-making process as it provides a benchmark by which future performance can be measured and highlights issues that will form the basis of future Board discussions.

The Board of the Trustee-Manager, and the Board Committees, are provided with timely and complete information as and when the need arises. Board papers and Board Committee papers, containing complete, adequate and timely information to enable full deliberation on the issues to be considered, are distributed at least one week prior to meetings to ensure that the Board and Board Committees have sufficient time to review the information provided. Management staff, the auditors and professional advisers, who can provide additional insight into the matters for discussion, are invited from time to time to attend such meetings.

The Board has separate and independent access to senior management of the Trustee-Manager and the Property Manager. In addition, the Board also has access to independent professional advice where appropriate at the expense of the Trustee-Manager in the furtherance of their duties and in the event that the circumstances warrant the same. The Trustee-Manager has in place internal guidelines allowing for the Directors to seek independent professional advice. For complex matters, the Board may from time to time appoint a sub-committee to assist the Board in its deliberations and to provide recommendations.

The Board also has separate and independent access to the advice and services of the Company Secretary. The Company Secretary, whose appointment and removal is subject to the Trustee-Manager Board, attends all Board and Committee meetings and assists the Chairman of the Board and the Board Committees to ensure that proper procedures are followed and that the Company’s Memorandum and Articles of Association and relevant rules, the terms of the TCT Trust Deed, regulations, best practices and internal policies are complied with. Under the direction of the Chairman of the Board and the Board Committees, the Company Secretary is responsible for ensuring information flows within and among the Board, the Board Committees and the management. The Company Secretary also works with the management to ensure that Board and Board Committee papers are provided to each Director ahead of meetings to allow them sufficient time to review the papers. The Company Secretary and the CEO are the primary channels of communication between the Trustee-Manager and the SGX-ST.