The Board of Directors of the Manager (the “Board”) is responsible for the effective management and control of the Manager.
This responsibility of the Board, at the minimum, includes:
- setting the objectives and goals of the Manager and AmanahRaya REIT;
- formulating and reviewing the adequacy of corporate policies and strategies, including but not limited to policies on investments, internal controls, investor relations and accounting;
- overseeing and evaluating the conduct of the Manager’s activities;
- identifying principal risks and ensuring the implementation of appropriate systems to manage these risks;
- reviewing and approving key matters such as financial results, investments and divestments, acquisitions and disposals and major capital expenditure in accordance with established policies and procedures; and
- ensuring proper succession planning is in place, including appointing, training and reviewing the remuneration and compensation for key personnel of the Manager, where appropriate.
The Board currently has six (6) members, consisting of three (3) Independent Non-Executive directors and three (3) Non-Independent Non-Executive directors. This is in compliance with the requirement for at least one-third of the Board to be independent. The Manager’s Articles of Association provides that the number of directors shall be not less than two (2) and not more than nine (9).
The Chairman leads the Board and is responsible for the vision and strategic direction of the Manager. The composition of the Board is reviewed regularly to ensure that it has an appropriate mix of experience and expertise.
The roles of Chairman and Chief Executive Officer (“CEO”) are separate with clear segregation of roles and responsibilities to ensure balance of power and authority. Whilst the Chairman navigates the Board and ensures that members of the Board work hand in hand with the management and encourages constructive relationship between the directors and management, the CEO holds the responsibility of executing the agreed business policies and directions set by the Board as well as making operational decisions in managing AmanahRaya REIT.
Board meetings are scheduled regularly at least once every quarter. Special Board meetings are also held to discuss urgent issues, as and when necessary. Throughout 2016, six (6) Board meetings were held, two (2) of which were Special Board meetings.
Access to and Supply of Information and Advice
Board members are supplied with information in a timely manner. Notices and meeting agenda together with the relevant board papers are usually circulated one (1) week prior to the scheduled Board meeting. The papers provide among others, financial and corporate information, significant operational, financial and corporate issues, performance of AmanahRaya REIT and management’s recommendations and proposals.
All directors have access to the advice and services of the Audit Committee, Legal & Compliance Department, Group Internal Audit Department, Company Secretary as well as to external independent professional advisers whenever deemed necessary, at the expense of the manager.
Appointment to the Board
All new nominations are assessed and approved by the entire Board in line with its policy of ensuring nominees are persons of sufficient calibre and experience.
The selection of candidates is assessed considering various factors including the objectives of AmanahRaya REIT and the Manager, the relevant experience and expertise of the candidates as well as their potential contributions.
Reviews on the performance of the Board members are done informally. The renewal or replacement of Board members do not necessarily reflect their level of contributions, but will most of the times be determined by the need to align and structure the Board in accordance with the goals and directions of AmanahRaya REIT and its business.
Directors are regularly updated on developments and changes in the operating environment including revisions to accounting standards as well as laws and regulations affecting AmanahRaya REIT and/or the Manager.
The directors attend various talks and lecture series organised by regulators and professional bodies regularly to enhance their knowledge and expertise as well as to keep abreast with the relevant changes of the industry, corporate governance, laws and regulations and business environment.
All the directors have attended the Mandatory Accreditation Programme (“MAP”) prescribed by Bursa Malaysia Securities Berhad for directors of a listed issuer.
Training programmes, conferences, and forums attended by the Directors for the financial year ended 31 December 2016 were as follows amongst others:
Capital Market Directors Programme – Securities Industry Development Corporation (SIDB)
MOF Executive Talk – Peranan Jawatankuasa Audit Syarikat dalam Memastikan Amalan Tadbir Urus Korporat – Ministry of Finance (MOF)
Audit Committee Conference 2016 – Malaysian Institute of Accountants (MIA)
Seminar on the Role of the Chairman & Independent Directors’ – Malaysian Institute of Corporate Governance (MICG)
Seminar on the Companies ACT 2016 – Wolters Kluwer Executive Events in Collaboration with Azmi & Associates.
Committees under the Board
The Board has set up the following committees to assist in discharging its duties. The committees are:
- The Audit Committee; and
- The Investment Committee.