Page 31 - Forterra

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CORPORATE GOVERNANCE
REPORT
INTRODUCTION
Forterra 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 2012
(“COCG”) have been adhered to 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 33.
BOARD MATTERS
COCG Code Principle 1: The Board’s conduct of affairs
The principal function of the Board of the Trustee-Manager is to oversee the management of Forterra 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 Forterra. The Board has adopted a Risk Governance and Internal Control Framework
Manual for the management of the Trustee-Manager and Forterra.
All Board members participate in matters relating to corporate governance, business operations and risks
and financial performance. With the exception of the change of Board composition in May and July 2012, as
explained in further detail in COCG Code Principle 4, all Board members participate in the nomination and
review of directors.
The Board has appointed Treasury Holdings (Shanghai) Property Management Co., Ltd as the Property Manager
of Forterra.
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 include responsibilities for the
oversight of compliance with principal internal control systems and procedures and the risk management
systems by management of the Trustee-Manager and the Property Manager as set out in the Risk Governance
and Internal Control Framework Manual.
Details of the date of appointment for each director can be found in their biographies on pages 10 to 13 of the
Annual Report. The Board meets in person at least six times each year, as well as holding ad-hoc telephone
Board meetings as required to discuss the strategic policies of Forterra, including acquisitions and disposals,
approve the annual budget, review the performance of Forterra, 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.