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CORPORATE
GOVERNANCE
The number of Board and Audit Committee meetings held and attended by each
Board member in FY 2016/17 is as follows:
BOARD AUDIT COMMITTEE
NO. OF MEETINGS
HELD IN FY 2016/17:
4
NO. OF MEETINGS
HELD IN FY 2016/17:
4
ATTENDED
ATTENDED
Tan Sri Dato’ (Dr) Francis Yeoh Sock Ping
4
NA
Mr Ho Sing
4
NA
Dato’ Yeoh Seok Kian
4
NA
Mr Lim Kok Hoong
(appointed w.e.f. 1 January 2017)
2
2
Mr Ching Yew Chye
(appointed w.e.f. 1 November 2016)
2
2
Dr Michael Hwang
(resigned w.e.f. 1 August 2017)
4
4
Mr Keith Tay Ah Kee
(resigned w.e.f. 1 November 2016)
2
2
Dr Hong Hai
(resigned w.e.f. 1 February 2017)
2
2
Access to Information
Principle 6:
In order to fulfil their responsibilities,
Directors should be provided with
complete, adequate and timely
information prior to board meetings
and on an on-going basis so as
to enable them to make informed
decisions to discharge their duties
and responsibilities.
Management provides the Board
with regular updates on financial
results, market and business
developments, and business and
operational information. Board
papers and agenda are provided to
each Director in advance of Board
meetings so that Directors can review
and consider the matters being
tabled beforehand. Management
provides the Board with
management accounts of Starhill
Global REIT on a quarterly basis to
enable the Board to keep abreast
of Starhill Global REIT’s financial
performance. In addition, as and
when any significant matter arises,
Management promptly brings these
matters to the Board’s attention and
provides the Board with the relevant
financial information.
Where necessary, senior members of
Management participate in Board
meetings to provide additional
insights and to respond to any
queries from Directors. The Board has
unfettered access to senior members
of Management and the company
secretary at all times. The Board
also has access to independent
professional advice (legal, financial
or otherwise) where appropriate or
necessary, with the cost borne by the
Manager or Starhill Global REIT, as
appropriate. The company secretary
of the Manager will render necessary
assistance to the Board and will
ensure that the Board procedures
are followed and that applicable
laws and regulations are complied
with. Under the direction of the
Chairman, the company secretary’s
responsibilities include ensuring good
information flow between the Board
and its committees and between
Management and Non-Executive
Directors and advising the Board
on all governance matters. The
company secretary attends all Board
and Audit Committee meetings
of the Manager to take minutes.
The appointment and removal of
the company secretary is a Board
reserved matter.
(B) REMUNERATION MATTERS
Procedures for Developing
Remuneration Policies
Principle 7:
There should be a formal and
transparent procedure for developing
policy on executive remuneration and
for fixing the remuneration packages
of individual directors. No director
should be involved in deciding his
own remuneration.
Level and Mix of 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.
Disclosure on Remuneration
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.
The remuneration of Directors and staff
of the Manager is paid by the Manager
from the fees it receives from Starhill
Global REIT, and not by Starhill Global
REIT itself.
The Manager has not established
a remuneration committee as the
Board undertakes the function of a
remuneration committee. The Manager,
taking into account the capacity of the
Board to undertake the responsibilities
of a remuneration committee in light
of the activities and scale of business
of Starhill Global REIT, the fact that
independent directors constitute half
of the Board of the Manager and that
the remuneration 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 remuneration 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.
The Board approves the remuneration
policy of the Manager, Directors’ fees for
Non-Executive Directors, remuneration
packages for the CEO and CFO, the
total variable bonus amount payable
to all employees and the corporate
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STARHILL GLOBAL REIT ANNUAL REPORT FY 2016/17