SEO Version
TREASURY CHINA TRUST
ANNUAL REPORT 2011
Corporate Governance Report
39
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 as the Board do not consider it appropriate and this
is explained in COCG Code Principle 4 on page 41.
BOARD MATTERS
COCG Code Principle 1: The Board’s conduct of affairs
The principle 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 a 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 are 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 the Trustee-
Manager and the Property Manager.
Details of the date of appointment for each director can be found in their biographies on pages 11 to 13 of the Annual
Report. The Board meets at least six 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 year to 31 December 2011 is as follows:
Board
Telephone
Board
Meeting
Audit
Committee
Telephone
Audit
Committee
Unit Option
Scheme
Committee
Number of meetings
6
3
6
1
3
Mr Richard Barrett
6
3
N/A
N/A
N/A
Mr Raymond Horney
4
3
3
1
2
Mr Richard David
6
3
N/A
N/A
N/A
Mr Rory Williams
6
3
N/A
N/A
N/A
Mr Stuart Leckie
5
2
6
1
3
Mr Jen Shek Voon
6
2
6
1
3
Dr Tan Khee Giap*
4
3
3
0
2
* Dr Tan was appointed as a director on 25 July 2011 in place of Mr Wong Fong Fui who resigned as a director on 25 July 2011.
None of the directors appointed an alternate to act on their behalf during the year ended 31 December 2011.
In order to assist the directors in carrying out their duties, information relating to new legislation, regulations, changes to the
SGX-ST Listing Manual and 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.
The directors are informed by the company secretary of the availability of appropriate courses which they may attend to
update their knowledge.
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