SEO Version
FORTERRA
ANNUAL REPORT 2013
CORPORATE GOVERNANCE
REPORT
38
The Board determines the “independence” of a director in accordance with the Business Trust
Regulations 2005 (the “BTR”) and the Code, taking into account the recommendations of the
Nominating Committee, going forward (see “Principle 4: Board Membership” of this Report). Under
the BTR, a director is considered independent if he is independent from management and business
relationships with the Trustee-Manager, and from every substantial shareholder of the Trustee-Manager,
or if a director, notwithstanding that he has the relationships described above, the board of the
Trustee-Manager is satisfied that his independent judgement and ability to act with regard to the
interests of all Unitholders of Forterra as a whole, will not be interfered with, despite such relationships.
The Board also takes into account the principles and guidelines in the Code when determining the
“independence” of each director.
Out of the nine (9) directors, eight (8) are non-executive, of whom five (5) are considered independent
directors for the purposes of the Business Trusts Act, Chapter 31A of Singapore (“BTA”) and the Code.
There is a strong and independent element on the Board.
The Trustee-Manager is wholly-owned by 100% subsidiaries of Nan Fung International Holdings Limited.
In accordance with Regulation 12 of the BTR, the Board conducted an annual review for FY 2013 of
each director’s independence and determined as follows:
•
Mr Eric Chung is considered to be non-independent as he is a director of a related corporation of
the Trustee-Manager and substantial unitholder of Forterra, as well as an employee of a subsidiary
of the substantial shareholders of the Trustee-Manager.
•
Mr Andrew Seah is considered to be non-independent as he is the chief executive officer (the
“CEO”) and executive director of the Trustee-Manager and employee of a related corporation of
the Trustee-Manager.
•
Mr. Vincent Cheung is considered to be non-independent as he is a director of a related
corporation of the Trustee-Manager and substantial unitholder of Forterra, as well as an employee
of a subsidiary of the substantial shareholders of the Trustee-Manager. He is also connected to
the ultimate beneficial owner of a substantial unitholder of Forterra, and the Trustee-Manager.
•
Mr. Nelson Tang is considered to be non-independent as he is a director of a related corporation
of the Trustee-Manager and substantial unitholder of Forterra, as well as an employee of a
subsidiary of the substantial shareholders of the Trustee-Manager.
•
Each of Mr. John Lim, Mr. Paul Cheng, Mr. John Lee, Dr. Tan Khee Giap and Mr. Yoon Wai Nam
is independent from management and business relationships with the Trustee-Manager and is
independent from the substantial shareholders of the Trustee-Manager.
None of the directors has served more than nine (9) years from the date of his first appointment to
the Board.
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