Page 36 - Forterra

34 ANNUAL REPORT 2012
CORPORATE GOVERNANCE
REPORT
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 Forterra 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.
REMUNERATION MATTERS
COCG Code Principle 7: Procedures for developing remuneration policies
Forterra, 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 Forterra. 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 at the time of listing on market rates in respect of directors’ fees for a
Trustee-Manager of a Singapore Business Trust to ensure that they were of sufficient level to attract, retain and
motivate directors needed to ensure the success of Forterra. The Board will review the level of fees from time
to time to ensure that they remain at market rates.
The Board has established a Unit Option Scheme Committee whose responsibility it is to administer the Forterra
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 Forterra
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 Forterra Options;
(b) number of Forterra Options to be offered; and
(c) recommendations for modifications to the Forterra Unit Option Scheme.
The Committee consists of Dr. Tan, who acts as Chairman, Mr. Sugden, Mr. Yoon and Mr. Xu. All of the Committee
members are considered independent.
The Trustee-Manager believes that the Forterra 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 Forterra
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 19 of the Financial Statements of Forterra in the Annual Report.