CORPORATE GOVERNANCE REPORT
(CONT’D)
(4)
To determine the independence of each director;
(5)
To assist the Board in developing and administering a transparent and fair procedure for setting the remuneration
policy of directors and executive management;
(6)
To determine remuneration packages of the directors and executive management and to recommend such to
the shareholders of the Manager for approval; and
(7)
To undertake such other acts in relation to the above.
The duties of the NRC are, among others:
(1)
To make recommendations to the Board on the appointment and re-appointment of Executive and Non-Executive
Directors including making recommendations on the composition of the Board generally and the balance between
Executive and Non-Executive Director and between Independent and Non-Independent Director appointed to
the Board;
(2)
To regularly review the Board structure, size and composition and whether there is sufficient independent element
on the Board having regard to the scope and nature of the operations and the core competencies of the director
as a group. The NRC shall make recommendations to the Board with regards to any adjustments that may be
deemed necessary to ensure that the mix of skills and experience of the directors continue to meet the needs
of the Manager;
(3)
To review, assess and recommend nominee(s) or candidate(s) for appointment or election to the Board, having
regard to his/her qualifications, competency and whether or not he/she is independent and in the case of a re-
nomination, his/her past contribution and performance on the Board. The nominee(s) or candidate(s) shall satisfy
the fit and proper criteria set out in the guidelines issued by the MAS to hold such office;
(4)
To review and submit its recommendations for endorsement by the entire Board, a general framework of
remuneration for the Board and key management personnel, including the CEO and other persons having
authority and responsibility for planning, directing and controlling the activities of the company (“Key Management
Personnel”). Such framework should cover all aspects of remuneration including but not limited to director’s fees,
salaries, allowances, bonuses, options, unit-based incentives and awards and benefits-in-kind;
(5)
To review and recommend to the Board the specific remuneration packages and terms of employment (where
applicable) for each director, the CEO and Key Management Personnel; and
(6)
To review and submit its recommendations for endorsement by the entire Board, unit-based incentives or awards
or any long term incentive schemes which may be set up from time to time, in particular to review whether the
directors and Key Management Personnel should be eligible for such schemes and also to evaluate the costs
and benefits of such schemes and to do all acts necessary in connection therewith.
The NRC was only established on 15 March 2016 and will be performing the responsibilities set out above going forward.
Prior to the establishment of the NRC, the Board performed the functions of a nominating and remuneration committee.
The composition of the Board, including the selection of candidates for new appointments to the Board as part of the
Board’s renewal process, is determined using the following principles:
(a)
the Board should comprise directors with a broad range of commercial experience, including expertise in funds
management, the property industry, and banking; and
(b)
at least one-third of the Board should comprise Independent Directors. Where, amongst other things, the Chairman
of the Board is not an Independent Director, at least half of the Board should comprise Independent Directors.
ANNUAL REPORT 2015
47
