Corporate Governance
The Board’s Conduct of Affairs
Principle 1: Effective Board to
lead and control the company
The Board of Directors of the Manager
(the Board) is responsible for the
overall management and the corporate
governance of the Manager and
K-REIT Asia, including establishing
goals for management and monitoring
the achievement of these goals.
The principal functions of the Board
are to:
- decide on matters in relation to
K-REIT Asia’s and the Manager’s
activities which are significant in
nature, including decisions on
strategic directions and guidelines
and the approval of periodic
plans and major investments
and divestments;
- oversee the business and affairs
of K-REIT Asia and the Manager,
establish, with management, the
strategies and financial objectives
to be implemented by management,
and monitor the performance of
management;
- oversee processes for evaluating
the adequacy of internal controls,
risk management, financial
reporting and compliance, and
satisfy itself as to the adequacy
of such processes; and
- assume responsibility for corporate
governance.
All directors of the Manager (the
Directors) are expected to exercise
independent judgment in the best
interests of K-REIT Asia, and all
Directors have discharged this duty
consistently well.
To assist the Board in the discharge
of its oversight function, the Audit
Committee and the Nominating and
Remuneration Committee have been
constituted with clear written terms of
reference. The Committees are actively
engaged and play an important role in
ensuring good corporate governance.
The terms of reference of the respective
Board committees are disclosed in the
Appendix to this report.
The Board meets four times a year
and as warranted by particular
circumstances to discuss and review
the Manager’s key activities, including
its business strategies and policies for
K-REIT Asia, proposed acquisitions
and disposals, the annual budget,
review the performance of the
business and the financial performance
of K-REIT Asia and the Manager.
The Board also reviews and approves
the release of the quarterly, half-yearly
and full-year results. In addition,
the Board reviews the risks to the
assets of K-REIT Asia, and acts upon
any comments from the auditors of
K-REIT Asia.
The Manager’s Articles of Association
permit Board meetings to be held
by way of conference by telephone
or any other electronic means
of communication by which all
persons participating are able,
contemporaneously, to hear and be
heard by all other participants.
The number of Board and Board
committee meetings held in FY2008,
as well as the attendance of each
Board member at these meetings,
are disclosed in Table 1 above.
The Manager has adopted a set of
internal guidelines which sets out the
financial authority limits for investment/
business acquisition and divestment,
operating/capital expenditure, leasing,
disposal and write-off of assets and
corporate matters that require the
approval of the Board. Appropriate
delegations of authority and approval
sub-limits are also provided at
management level to facilitate
operational efficiency.
A formal letter is sent to newlyappointed
Directors upon their
appointment explaining their duties
and obligations as director. Changes to
laws, regulations, policies, accounting
standards and industry-related
matters are monitored closely. Where
the changes have an important and
significant bearing on K-REIT Asia
and its disclosure obligations, the
Directors are briefed either during
Board meetings, at specially convened
sessions or via circulation of Board
papers. The Directors are also provided
with continuing education in areas such
as directors’ duties and responsibilities,
corporate governance, changes in
financial reporting standards, insider
trading, changes in the Companies
Act and industry-related matters, so
as to update and refresh them on
matters that affect or may enhance
their performance as Board or Board
committee members.
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