Page 56 - SAR141018_Forterra AR 2013

FORTERRA
ANNUAL REPORT 2013 54
CORPORATE GOVERNANCE
Statement of Policies and Practices in relation to Management and Governance of Forterra
The Trustee-Manager has established the following policies and practices in relation to its management
and governance of Forterra:
(i) the trust property of Forterra is properly accounted for and trust property is kept distinct from
the property of the Trustee-Manager held in its own capacity. Different bank accounts are
maintained for the Trustee-Manager in its own capacity and in its capacity as the Trustee-Manager
of Forterra, and regular internal reviews are carried out to ascertain that all trust property has
been fully accounted for;
(ii) the Board reviews and approves all investments and acquisitions by Forterra to ensure that all
such investments and acquisitions are within the permitted business scope under the Trust Deed.
Prior to the carrying out of any significant business transaction, the Board will have careful regard
to the provisions of the Trust Deed and when in doubt seek advice from professional advisers;
(iii) the Trustee-Manager does not currently have any other businesses other than that of managing
Forterra but all potential conflicts, if arising, will be identified by the Board and Management
and reviewed. In addition, the majority of the Board are independent directors who do not have
management or business relationships with the substantial shareholder of the Trustee-Manager,
Oriental Management Services Ltd and are therefore able to examine any potential conflict
between the interests of the Trustee-Manager in its own capacity and the interests of all
unitholders of Forterra as a whole, independently and objectively;
(iv) the Management identifies interested person transactions (“IPTs”) in relation to Forterra.
The Trustee-Manager has established an internal control system to ensure that all IPTs are
undertaken on normal commercial terms and are not prejudicial to the interests of Forterra and
the unitholders of Forterra. The Trustee-Manager will maintain a register to record all IPTs which
are entered into by Forterra for review by the Audit Committee periodically, to ascertain that
the guidelines and procedures established to monitor IPTs are complied with, and are conducted
in accordance with applicable requirements of the Listing Manual and the Business Trusts Act,
Chapter 31A of Singapore (“BTA”). If a member of the Audit Committee has an interest in a
transaction, he is to abstain from participating in the review process and approval process in
relation to that transaction;
(v) the expenses payable to the Trustee-Manager out of trust property are appropriate and in
accordance with the Trust Deed and regular internal reviews are carried out to ensure that such
expenses payable are in order. Fees and expenses paid to the Trustee-Manager out of Forterra’s
trust property are disclosed in Note 31 to the financial statements of this Annual Report; and
(vi) the Trustee-Manager has engaged the services of and obtained advice from professional advisers
and consultants from time to time particularly in relation to acquisitions and capital raising to
ensure compliance with the requirements of the BTA, the Business Trusts Regulations 2005 and
the Listing Manual.