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TREASURY CHINA TRUST
ANNUAL REPORT 2011
41
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
which contact through the normal channels to the Chairman or the Chief Executive Officer has failed to resolve or for which
such contact is inappropriate.
COCG Code Principle 4: Board Membership
The Board recognises the importance of a Board with the right expertise and experience relevant to the business of TCT and
as such reviews Board composition periodically to ensure that the Trustee-Manger maintains the appropriate mix of expertise
and experience and to further ensure that at least a majority of the Board comprises independent directors.
A Nominating 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 COCG.
All of the Board members participate in matters relating to nomination and review of directors.
On the 25 July 2011, Mr. Wong Fong Fui resigned as a director to enable him to devote more time to his other business
interests. Dr. Tan Khee Giap was appointed as Independent Non-Executive Director to the Board on 25 July 2011.
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 is being given by the directors to the affairs of TCT and the Trustee-
Manager, notwithstanding that some of the directors have multiple board representations.
COCG Code Principle 5: Board Performance
The performance of the Board of the Trustee-Manager is linked to the performance of TCT. During the year, the Board and
Board Committees undertook an annual performance evaluation to enable them to assess the overall effectiveness of the
Board, the Board Committees and the various advisers to TCT.
This exercise is 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.
COCG Code Principle 6: Access to Information
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 also 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 are 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.
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