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The Manager has not established
a nominating committee as the
Board undertakes the function of
a nominating committee, including
assessing the independence of the
Independent Directors on an annual
basis. The Manager, taking into
account the capacity of the Board
to undertake the responsibilities of a
nominating committee in light of the
activities and scale of the business
of Starhill Global REIT, the fact that
independent directors constitute
half of the Board of the Manager
and that the nomination policy is
required to be approved by the Board,
including by at least a majority of
Independent Directors, does not
consider it necessary for the Board
to establish a nominating committee.
The Independent Directors constitute
half the Board and therefore play
a substantial role and assures the
objectivity and independence of the
decision-making process.
Directors of the Manager are not
subject to periodic retirement by
rotation, nor re-appointment through
voting by unitholders, as the Manager
is a wholly-owned subsidiary of YTL
Corporation Berhad and Independent
Directors comprise a minimum of
one-half of the Board.
The composition of the Board is
reviewed regularly to ensure that it
has the appropriate mix of expertise
and experience. The composition of
the Board (including the selection of
candidates for new appointments as
part of the Board’s renewal process)
is determined in accordance with the
following principles:
1. The Board should comprise
directors with a broad range of
commercial experience including
expertise in fund management
and experience in all facets of the
property or real estate industry; and
2. At least half of the Board should
comprise independent directors.
A director with multiple board
representation is expected to ensure
sufficient attention is given to the
affairs of the Manager and Starhill
Global REIT. The Manager believes that
putting a maximum limit on the number
of directorships a Director can hold is
arbitrary, given that time requirements
and complexity for each vary, and thus
should not be prescriptive. A sufficient
safeguard is requiring each Director to
confirm his ability to devote sufficient
time and attention to the affairs of
the Manager and Starhill Global REIT,
having regard to all his other listed
company board representations and
other principal commitments.
No alternate directors were appointed
during FY 2016/17.
Any Director may source for and
nominate new Directors to be
appointed by the Board of Directors,
through their extensive networks and
contacts. If necessary, the Board
may seek advice from the Singapore
Institute of Directors or external search
consultants. During FY 2016/17, new
potential directors of both genders
were sourced through contacts
and recommendations, including
recommendations from the Singapore
Institute of Directors, contacts from
Directors, and recommendations from
relevant industry professionals.
Selections and nominations are made
based on the following guidelines:
•
Integrity;
•
Relevant expertise (sector and
functional) and the degree to
which his or her skill set
complements the skill set of the
other Board members;
•
Reputation and standing in the
market;
•
In the case of prospective
Independent Directors,
independence based on the criteria
in the Code;
•
The fit and proper criteria issued
by MAS;
•
Potential Directors will be
considered without regard to
gender, and the ultimate choice will
primarily be based on merit; and
•
The Director should be likely to
have adequate time to discharge
his duties.
Board Performance
Principle 5:
There should be a formal assessment
of the effectiveness of the Board as a
whole and its Board committees and
the contribution by each director to
the effectiveness of the Board.
The Manager believes that the
performance of the Manager, and the
Board, is reflected in the long-term
success of Starhill Global REIT.
Reviews of Board performance are
conducted once a year. Directors are
required to complete a questionnaire
evaluating the Board and the Audit
Committee. The questionnaire
covers areas such as Board
composition, access to information,
Board processes, risk management,
Board training and development,
understanding of the business,
strategic planning and any specific
areas where improvements may
be made. The Board will evaluate
and discuss the results of the
annual Board performance review
with a view towards improving the
effectiveness of the Board. Pursuant
to the Board evaluation process,
the Board is satisfied that it has
achieved its performance objectives
for FY 2016/17.
In cases where the Director(s) have
multiple listed board representations,
the Board conducts an annual review
to ensure that they are able to and
have been devoting sufficient time
to discharge their responsibilities
adequately. Each Director confirmed
his ability to devote sufficient time
and attention to the affairs of the
Manager and Starhill Global REIT,
having regard to all his other listed
company board representations
and other principal commitments.
Notwithstanding that some of
the Directors have multiple board
representations, the Board is satisfied
that each Director is able to and has
been adequately carrying out his
duties as a Director of the Manager.
The Manager believes that
contributions from each Director go
beyond his attendance at Board and
committee meetings. Contributions
by an individual Board member take
other forms, which includes providing
objective perspectives of issues,
facilitating business opportunities
and strategic relationships, and
accessibility to Management outside
of a formal environment of Board
and/or Audit Committee meetings.
A Director of the Manager would have
been appointed on the principles
outlined earlier in this statement, and
on his/her ability to contribute to the
proper guidance of the Manager in its
management of Starhill Global REIT.
CORPORATE
GOVERNANCE
79