CORPORATE GOVERNANCE REPORT
(CONT’D)
ACCESS TO INFORMATION AND ACCOUNTABILITY
Principle 6: “In order to fulfill their responsibilities, directors should be provided with complete, adequate and timely
information prior to the board meetings and on an on-going basis so as to enable them to make informed decisions to
discharge their duties and responsibilities.”
Principle 10: “The Board should present a balanced and understandable assessment of the Company’s performance,
position and prospects.”
The Manager provides the Board with complete, adequate and timely information through regular updates on financial
results, market trends and business developments prior to any Board meetings and/or when necessary.
The Manager’s policy is to furnish the directors with board papers at least five days prior to Board meetings in order to give
them ample time to prepare for the Board meetings. This will enable them to peruse the contents of the reports and papers
to be presented during the Board meetings and provide an opportunity for relevant questions and discussions. Proposals
on certain corporate undertakings are likewise provided to the directors prior to the Board meeting set for this purpose.
The Board has separate and independent access to senior management and the Company Secretary at all times and vice
versa. The Company Secretary attends to corporate secretarial administration matters and attends all Board meetings and
provides relevant and complete information to the directors in a timely manner when requested.
More importantly, the Manager provides timely, adequate and complete information to the Board relating to the Board affairs
and matters requiring its decision or approval. Reports such as, but not limited to, operations and financial performance
of LMIR Trust are likewise provided. Prompt communication to the directors (other than Board meetings) is made through
several mediums such as email, teleconferencing and video conference.
The Board also has access to independent professional advice where appropriate, and at the Manager’s expense. The ARC
also meets the external and internal auditors separately at least once a year, without the presence of the Management, in
order to have unrestricted access to any information that the directors may need or require.
REMUNERATION MATTERS
Principle 7: “There should be a formal and transparent procedure for developing policy on executive remuneration and for
fixing the remuneration package of individual directors. No director should be involved in deciding his own remuneration.”
Principle 8: “The level and structure of remuneration should be aligned with the long-term interest and risk policies of
the Company, and should be appropriate to attract, retain and motivate (a) the directors to provide good stewardship
of the Company, and (b) key management personnel to successfully manage the Company. However, Companies should
avoid paying more than is necessary for this purpose.”
Principle 9: “Every company should provide clear disclosure of its remuneration policies, level and mix of remuneration,
and the procedure for setting remuneration, in the company’s Annual Report. It should provide disclosure in relation to
its remuneration policies to enable investors to understand the link between remuneration paid to directors and key
management personnel, and performance.”
See preliminary comment under Principle 4 relating to the detailed discussion on the formation of NRC.
Since the NRC was only established on 15 March 2016, the NRC will establish a framework of remuneration for the Board
and Management going forward, and will review and recommend to the Board the specific remuneration packages for
each director as well as for Key Management Personnel. The NRC will seek to structure the remuneration of management
so as to link rewards to performance to be aligned with the interests of Unitholders and promote the long term success of
LMIR Trust. The NRC may seek expert advice from remuneration consultants on remuneration matters, taking into account
benchmarking within the industry.
ANNUAL REPORT 2015
49
