IREIT Global Group Pte. Ltd. - Annual Report 2014 - page 36

IREIT Global
annual report 2014
Corporate
Governance Report
that are issued to each director sets out the duties
and responsibilities to the Manager and IREIT,
which includes seeking the Chairman’s approval as a
director of the Manager. All directors are subject to an
annual review of their commitment and performance
to the Board.
None of the directors of the Manager has entered into
any service contract directly with IREIT.
Chairman and Ceo
Principle 3:
A clear division of responsibilities between
the leadership of the Board and executives responsible
for management
The roles of the Chairman and the CEO are separate.
The Chairman and the CEO of the Manager are
not related to each other and there is no business
relationship between them. This is consistent with
the principle of instituting an appropriate balance of
power and authority.
The Chairman of the Board, Mr Lim Kok Min, John
is an Independent Non-Executive Director. He
is responsible for leading the Board and overall
management of the Manager. He is tasked to ensure
the Board and management work together with
integrity and competency. His role also includes:
• promoting constructive debate and open
discussions at the Board with management on
strategy, business operations, enterprise risk and
other plans; and
• promoting high standards of corporate
governance in general.
The CEO of the Manager, Mr Itzhak Sella, has
full executive responsibilities over the business
direction and operational decisions in the day-to-
day management of IREIT. He ensures the quality
and timeliness of the flow of information between
management and the Board, Unitholders and other
stakeholders.
Board Membership
Principle 4:
A formal and transparent process for the
appointment and re-appointment of directors to the
Board
Due to the current scale of operations of the Manager,
the Board has deemed it unnecessary at this point
to establish a nominating committee. The Board
shall retain the responsibility for the identification,
review and appointment of suitable candidates to join
the Board as its members. Any appointment of new
directors will be carefully evaluated. The candidate’s
skill, experience, ability to perform, commitments,
independence and the needs of the Board will be
taken into consideration. All appointments and
resignations of Board members are approved by the
Board.
The directors of the Manager are not subject to
periodic retirement by rotation. For good corporate
governance, the directors may be subject to re-
nomination and re-election. Any nomination, which
may be made by any of the Manager’s shareholders,
are carefully evaluated by the Board before any
appointment is made. All appointment of directors is
also subject to MAS’s approval.
The Manager does not currently set a limit on
the maximum number of listed company board
directorships each Board member may hold so long
as each of the Board members is able to commit and
carry out his duties effectively as a director of the
Manager.
Board Performance
Principle 5:
A formal annual assessment of the
effectiveness of the Board as a whole and the
contribution by each director to the effectiveness of
the Board
An annual review of the Board is carried out to
assess the effectiveness of the Board and the ARC.
The review process include getting feedback from
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