Page 44 - TreasuryChinaTrust2011

Corporate Governance Report
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REMUNERATION MATTERS
COCG Code Principle 7: Procedures for developing remuneration policies
TCT, constituted as a trust, is externally managed by the Trustee-Manager and accordingly, it has no personnel of its own.
All directors and employees of the Trustee-Manager are remunerated by the Trustee-Manager and not TCT. For this reason,
a Remuneration Committee has not been established. The Board performs this function in accordance with the best practice
recommended by the COCG.
The Board sought independent advice on market rates in respect of directors’ fees for a Trustee-Manager of a Singapore
Business Trust and, having considered the findings of this survey, are satisfied that the Board is remunerated to a level to
attract, retain and motivate directors needed to ensure the success of TCT. The directors’ remuneration and fees are borne
by the Trustee-Manager and not TCT.
The Board has established a Unit Option Scheme Committee whose responsibility it is to administer the TCT Unit Option
Scheme in its absolute discretion with such powers and duties as are conferred on it by the Board, provided that no member
of the Committee shall participate in any deliberation or decision in respect of TCT Options to be granted to him or held by
him. The Unit Option Scheme Committee has the powers to determine, amongst other things, the following:
(a) persons to be granted TCT Options;
(b) number of TCT Options to be offered; and
(c) recommendations for modifications to the TCT Unit Option Scheme.
The Committee consists of Mr. Leckie, who acts as Chairman, Mr. Horney, Mr. Jen and Dr. Tan. All of the Committee members
are considered independent.
The Trustee-Manager believes that the TCT Unit Option Scheme is important in that it helps to reward and retain quality staff
in the competitive real estate market in China.
COCG Code Principle 8: Level and mix of remuneration
The remuneration of the Trustee-Manager is provided for in Clause 13 of the Trust Deed constituting TCT dated 19 May
2010.
COCG Code Principle 9: Disclosure on remuneration
The fee structure, which includes management fees, trustee fees, acquisition and divestment fees, is disclosed in Note 1 of
the Financial Statements of TCT in the Annual Report.
ACCOUNTABILITY AND AUDIT
COCG Code Principle 10: Accountability
The Board of the Trustee-Manager is responsible for providing a balanced assessment of TCT’s performance, position and
prospects, including interim and other price sensitive public reports and reports to regulators, if required. Management
provides the Board with quarterly reports on TCT’s performance, position and prospects. These reports consist of detailed
management accounts, budgets, portfolio performance information and economic information relating to the Chinese economy.
In addition to this, ad-hoc reports are provided to the Board by management from time to time on matters considered to
be of importance, and management work with the Board to answer any queries or provide additional information as may be
requested by the Board.
Financial reports and other financial and non-financial information are disseminated to Unitholders through announcements via
SGX-ST, press releases, TCT’s website, media and briefings to analysts. The annual report for TCT will be sent to Unitholders
no later than four months from the end of each financial year.
COCG Code Principle 11: Audit Committee
The Audit Committee is appointed by the Board of the Trustee-Manager and is composed of four non-executive members,
three of whom (including the Chairman of the Audit Committee) are required to be directors independent from management
and business relationships with the Trustee-Manager. The members of the Audit Committee are:
1. Mr. Jen Shek Voon (Chairman)
2. Mr. Stuart Leckie
3. Dr. Tan Khee Giap
4. Mr. Ray Horney
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