CORPORATE GOVERNANCE REPORT
100
ANNUAL REPORT 2015
FRASERS HOSPITALITY TRUST
Principle 4:
Board Membership
The role of the Nominating Committee is to make recommendations to the REIT Manager Board on all board
appointments and on relevant matters relating to:
(a) the review of board succession plans for directors, in particular, the Chairman and for the Chief Executive Officer;
(b) the development of a process for evaluation of the performance of the REIT Manager Board, its board committees
and directors;
(c) the review of training and professional development programs for the REIT Manager Board; and
(d) the appointment and re-appointment of directors (including alternate directors, if applicable). Directors of the
Manager are not subject to periodic retirement by rotation.
Its responsibilities also include, but are not limited to, the following:
•
determining annually, and as and when circumstances require, if a director is independent, in accordance with
the provisions of the CG Code;
•
where a director has multiple board representations, deciding if the director is able to and has been adequately
carrying out his duties as a director of the REIT Manager, taking into consideration the director’s number of listed
company board representations and other principal commitments and whether the director has given sufficient
time and attention to the affairs of the REIT Manager and FH-REIT;
•
carry out the process for assessing the effectiveness of the REIT Manager Board as a whole and its board
committees and for assessing the contribution by the Chairman and each individual director to the effectiveness
of the REIT Manager Board; and
•
decide how the REIT Manager Board’s performance may be evaluated and propose objective performance
criteria to the REIT Manager Board.
The Nominating Committee of the REIT Manager is required to be comprised of three or more members, at least a
majority of whom, including the chairman of the Nominating Committee, should be independent.
The members of the REIT Manager’s Nominating Committee are Mr Law Song Keng (Chairman), Mr Liew Choon Wei
and Mr Panote Sirivadhanabhakdi, a majority of whom are independent directors.
The Board proactively seeks to maintain an appropriate balance of expertise, skills and attributes among the Directors,
and this is reflected in the diversity of backgrounds and competencies of the current Directors. Such competencies
include banking, finance, accounting and other relevant industry knowledge, entrepreneurial and management
experience, and familiarity with regulatory requirements and risk management. This benefits Management as it allows
them to tap on the broad range of views and perspectives and the breadth of experience of the Directors.
The Nominating Committee shall make recommendations to the Board on all Board appointments, re-appointments
and composition of the Board, taking into account the balance between executive and non-executive directors,
independent and non-independent directors, as well as the scope and nature of the operations of FHT, the requirements
of the business and the need to avoid undue disruptions from changes to the composition of the Board and Board
committees. In relation thereto, the Nominating Committee shall consider the composition and progressive renewal of
the Board and each director’s competencies, commitment, contribution and performance.
The CG Code requires the REIT Manager’s Board to determine the maximum number of Board representations on
other listed companies that the Directors may hold and disclose it in the annual report.
Details of such directorships held, other principal commitments of and key information on the Managers’ Directors are
found in pages 18 to 21 of this Annual Report.
In determining whether each Director is able to devote sufficient time to discharge his duties to FHT, the REIT Manager’s
Nominating Committee has taken cognisance of the CG Code’s requirement, but is of the view that its assessment
should not be restricted to the number of listed board representations held by the Director per se. Contributions made
by the Director to and during Board and Board Committee meetings as well as whether the Director has given sufficient
time and attention to the affairs of the REIT Manager and FH-REIT shall be taken into account.
