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Corporate Governance Report
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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 have 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 are 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 Dr. Tan Khee Giap remain independent.
Mr. Horney is Chairman of Real Estate Opportunities plc (“REO”), in which the Sponsor has a 50.75% interest. REO is deemed
to be a subsidiary of the Sponsor and therefore Mr. Horney is deemed not to be independent for the purposes of the COCG
and the Business Trust Regulations 2005. However, the Board of the Trustee-Manager are of the opinion that Mr. Horney
shows himself to be independent in judgement, and his ability to act with regard to the interests of all the Unitholders of the
Trust as a whole will not be interfered with despite Mr. Horney’s role as chairman of REO. Taking this into account, and that
Mr. Horney is deemed an independent director of REO for the purposes of the UK Corporate Governance Code, the Board
consider him an independent director of the Trustee-Manager.
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 the basis Mr. Barrett, Mr. David and Mr.
Williams are deemed not to be independent for the purposes of the COCG and Business Trusts 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.
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