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CORPORATE
GOVERNANCE
None of the Independent Directors
have any relationships which are likely
to affect his independent judgment
and ability to act in the interests
of all unitholders as a whole. The
independence of the Independent
Directors is assessed by the Board
on an annual basis. As and when any
relationship which is likely to affect
an Independent Director’s judgment
and ability to act in the interests of
all unitholders as a whole arises, the
affected Director is expected to
disclose such relationship to
the Board.
The Board notes that Dr Michael
Hwang had served on the Board
for more than nine years from the
date of his appointment and the
Board subjected his independence
to rigorous review. The Board
(excluding Dr Hwang) considered
that Dr Hwang has remained
independent of character and
judgment. He had continued to
express independent, impartial and
autonomous viewpoints, debate
issues objectively, scrutinise and
challenge Management on important
issues and sought clarification
and amplification when deemed
necessary. Notwithstanding the
Board’s assessment that Dr Hwang has
remained independent of character
and judgment, Dr Hwang has
stepped down from the Board, and
Mr Tan Woon Hum has succeeded
him with effect from 1 August 2017,
in line with the requirements under
the Draft SF(LCB)R which provide
that independent directors should
not serve for a period of nine years
or longer. Thereafter, Independent
Directors will not serve more than nine
years from their date of appointment
on the Board.
The composition of the Board as at
30 June 2017 is as follows:
Tan Sri Dato’ (Dr) Francis Yeoh
Sock Ping
Non-Executive Chairman
(Non-independent)
Mr Ho Sing
Executive Director & Chief Executive
Officer (Non-independent)
Dato’ Yeoh Seok Kian
Non-Executive Director
(Non-independent)
Mr Lim Kok Hoong
Lead Independent Director
(Non-executive) (Independent)
Dr Michael Hwang
(succeeded by Mr Tan Woon Hum with
effect from 1 August 2017)
Non-Executive Director (Independent)
Mr Ching Yew Chye
Non-Executive Director (Independent)
As Lead Independent Director,
Mr Lim Kok Hoong has the discretion to
hold meetings with the Independent
Directors (without the presence
of Management) as he deems
appropriate or necessary, and
he will provide feedback to the
Non-Executive Chairman, where
appropriate. The Lead Independent
Director is available to unitholders
where they have concerns and for
which contact through the normal
channels of the Chief Executive
Officer (“CEO”) or the Chief Financial
Officer (“CFO”) has failed to resolve or
is inappropriate. The Non-Executive
Directors participate in setting and
developing strategies and goals
for Management, and reviewing
and assessing Management’s
performance. This enables
Management to benefit from their
external and objective perspective
of issues that are brought before the
Board. It also enables the Board to
interact and work with Management
through a healthy exchange of
ideas and views to help shape the
strategic process.
The size of the Board and core
competencies of its members in various
fields of accounting, finance, business
management and legal, together
with their relevant industry knowledge
and strategic planning experience,
effectively serve Starhill Global REIT
and the Manager. Management is
able to benefit from their diverse and
objective perspectives on issues that
are brought before the Board with a
healthy exchange of ideas and views
between the Board and Management.
The Board is of the view that its current
composition comprises persons who,
as a group, provide the necessary core
competencies and that the current
Board size is appropriate, taking into
consideration the nature and scope
of Starhill Global REIT’s operations.
When the Board decides to appoint
new directors, it will consider suitable
candidates without regard to gender,
as the ultimate choice should primarily
be based on merit.
The profiles of the Directors are
set out on pages 20 and 21 of
this Annual Report.
Chairman and Chief Executive Officer
Principle 3:
There should be a clear division of
responsibilities between the leadership
of the Board and the executives
responsible for managing the
company’s business. No one individual
should represent a considerable
concentration of power.
The positions of Chairman and CEO
are held by two separate persons
in order to maintain effective
segregation of duties. There is a
clear separation of the roles and
responsibilities between the Chairman
and the CEO. The Chairman, Tan Sri
Dato’ (Dr) Francis Yeoh Sock Ping, and
the CEO, Mr Ho Sing, are not related.
The Chairman facilitates active
Board discussion on matters
concerning the business of Starhill
Global REIT, and ensures that the
Board satisfactorily oversees and
evaluates the implementation of
Starhill Global REIT’s strategy, policies,
business plans and Board decisions.
In addition, the Chairman ensures that
the members of the Board receive
complete, adequate and timely
information, facilitates the effective
contribution of the Non-Executive
Directors, encourages constructive
relations within the Board and
between the Board and Management,
ensures effective communication
with Unitholders and promotes a high
standard of corporate governance.
The CEO works with the Chairman
and the Board in formulating
strategies for Starhill Global REIT and
is responsible for implementing
Starhill Global REIT’s strategies and
its day-to-day operations.
Board Membership
Principle 4:
There should be a formal and
transparent process for the
appointment and re-appointment
of directors to the Board.
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STARHILL GLOBAL REIT ANNUAL REPORT FY 2016/17