Annual Report 2007 - The Link REIT

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54 The Link Real Estate Investment Trust Annual Report 2007 Corporate Governance Report The composition of the Board is determined on the following principles: • the Chairman of the Board is an Independent Non-Executive Director; • the Board should comprise Directors with a broad range of commercial experience including expertise in funds management and the property industry and skills which can contribute to a more effective and efficient Board deliberation process; and • at least one half of the Board should comprise Independent Non-Executive Directors. The composition will be reviewed regularly to ensure that the Board has the appropriate mix of expertise and experience. Roles and functions of the Board The Board principally oversees the management of the Manager’s affairs and the conduct of its business and is responsible for the overall governance of the Manager. The Board function is largely separate from, and independent of, the executive management function. The Board leads and guides the Manager’s corporate strategy and direction. It exercises the general powers within the limits defined by the Articles of Association of the Manager, with a view to ensuring that management discharges its duties and is compensated appropriately, and that sound internal control policies and risk management systems are maintained. The Board also reviews majorfinancial decisions and the performance of the Manager. The Board also acknowledges its responsibility for preparing thefinancial statements of The Link REIT. The roles of the key members of the Board are as follows: • Chairman – an Independent Non-Executive Director, responsible for the overall leadership of the Board and the Manager generally and shall not have any executive role. • Executive Directors – responsible for the day-to-day operations of the Manager and for supervising the Manager’s management team to ensure that The Link REIT operates in accordance with its stated strategies, policies and regulations. • Independent Non-Executive Directors / Non-Executive Directors – responsible for governing the Manager through the Board. The positions of Chairman and Chief Executive Officer are held by two separate individuals, namely, Mr Nicholas Robert SALLNOW-SMITH and Mr Victor SO Hing Woh, respectively, in order to maintain an effective segregation of duties. Matters specifically reserved to the Board Certain matters are specifically reserved to the full Board for deliberations, including but not limiting to items such as: i) approval of interim andfinal dividends, annual report andfinancial statements and circulars to unitholders; ii) recommending to unitholders on any changes to the Memorandum and Articles of Association of the Manager or to the Trust Deed;
Annual Report 2007 The Link Real Estate Investment Trust 55 Corporate Governance Report iii) iv) approval of sale and acquisition of properties; approval of appointment and removal of the Chief Executive Officer, other Executive Directors and the Company Secretary or any other directors as recommended by the Nomination Committee; v) approval of any matter which would have a material effect on The Link REIT’sfinancial position, liabilities, future strategy or reputation; and vi) approval of the powers and authority delegated to the various Board Committees. Appointment and Removal of Directors Directors may be nominated for appointment and/or removal by : i) the Board of Directors following a recommendation made by the Nomination Committee; or ii) any unitholder in accordance with the terms of the Trust Deed. Upon receipt of a valid request from unitholders pursuant to the terms of the Trust Deed, the Manager shall convene a meeting of unitholders for the purpose of seeking the approval of unitholders for any proposed appointment, re-appointment or removal of Directors by way of ordinary resolution. The quorum for such general meeting of unitholders to consider the appointment, re-appointment or removal of a Director as approved or recommended by the Nomination Committee is two or more unitholders present in person or by proxy registered as holding not less than 10% of the units for the time being issued and outstanding, whilst the quorum where such appointment, re-appointment or removal has not been approved or recommended by the Nomination Committee is two or more unitholders present in person or by proxy registered as holding not less than 25% of the units for the time being issued and outstanding. Subject to any legal obligation of the Manager to the contrary, unitholders have the right to remove an incumbent Director in accordance with the terms of the Trust Deed. A Director may also be removed from office if served with a notice to that effect signed by all the other Directors. An outgoing Director shall abstain from voting in respect of a resolution proposed at a Board meeting in respect of the appointment of his successor or his re-appointment. Independence of Directors The Manager has received an annual confirmation of independence from each of the Independent Non-Executive Directors during the year and has assessed their independence. The Board concluded that all the Independent Non-Executive Directors are independent and meet with the criteria set forth in the corporate governance policy of The Link REIT. Information to the Board Regular reports are presented to all Directors to ensure that they are well informed of the business developments and progress of The Link REIT. In order to ensure effective and efficient Board or Committee meetings, procedures are in place to ensure that adequate advance notices are given to all members concerned so as to allow maximum participation in the meetings. Prior to the meetings, sufficient information and materials are also provided to members. When considered necessary, Board members can obtain independent advice from external professional parties at the expense of The Link REIT.
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Designed and produced by : Equity F
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Annual Report 2007 - The Link REIT

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