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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 Forterra 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 Forterra, appoints all the
directors. The nomination function is 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.
Further details on the background to the appointment of Mr. Graham Sugden, Mr. Xu Sitao and Mr. Yoon Wai
Nam during the year can be found in COCG 2 on page 31.
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 Forterra. Upon appointment to the Board, all directors are provided with
a formal letter setting out the Director’s duties, obligations and responsibilities.
The Board considers their performance as a group, and individually, as part of their performance evaluation and
are satisfied that sufficient time and attention are being given by the directors to the affairs of Forterra and the
Trustee-Manger, 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 Forterra. The Board and
Board Committees have undertaken an internal performance evaluation to enable them to assess the overall
effectiveness of the Board, the Board Committees and the various advisers to Forterra.
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.
The Board has met to consider the results of the most recent evaluation and is satisfied with the evaluation
process and the points coming out of that process for further Board consideration.
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.