SEO Version
FORTERRA
ANNUAL REPORT 2013
CORPORATE GOVERNANCE
REPORT
44
Directors also have separate and independent access to members of Management of the Trustee-Manager
and the Property Manager. The Board also has separate and independent access to the company
secretary. The company secretary, whose appointment and removal are subject to the Trustee-Manager
Board, attends all Board and Committee meetings. She reports to and assists the Chairman of the Board
and the Board Committees to ensure that proper procedures are followed. Together with Management,
she ensures 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.
She further assists the Chairman to ensure good information flows within the Board and the Board
Committee and between Management and the non-executive directors. Together with Management,
she ensures that meeting papers are provided to each director ahead of meetings on a timely basis.
The Chairman and the company secretary are the primary channels of communication between the
Trustee-Manager and the SGX-ST.
According to internal guidelines, directors may seek independent professional advice where appropriate,
in furtherance of their duties.
Principle 7: Procedure 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 Code.
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 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 Forterra. The directors’ remuneration and fees are borne by the
Trustee-Manager and not 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 (the “UOSC”) 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 UOSC shall participate in any
deliberation or decision in respect of Forterra Options to be granted to him or held by him. The UOSC
has the powers to determine, amongst other things, the following:
•
persons to be granted Forterra Options;
•
number of Forterra Options to be offered; and
•
recommendations for modifications to the Forterra Unit Option Scheme.
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