Corporate governance

Earning the trust of our shareholders

Sound principles of corporate governance are critical to earning and retaining the trust of our investors, and to sustaining our foremost commitment to acting with integrity.

Earning the trust of our shareholders

Sound principles of corporate governance are critical to earning and retaining the trust of our investors, and to sustaining our foremost commitment to acting with integrity.

The management of Hektar REIT is governed by a Trust Deed executed on 5 October 2006 and as amended by two Supplemental Trust Deeds dated 20 March 2012 and 23 November 2016 respectively between the Manager and the Trustee. The Deed, inter alia, details out the roles, duties, obligations and power of the Manager and the Trustee. Essentially, the Trustee and the Manager play countervailing roles against each other to ensure that the REIT is managed with efficiency and integrity.

In addition to the Deed, the Board of the Manager is also governed by the Board Charter, which encompasses the principal role of the Board, establishing the functions, responsibilities and powers of the Board and its various Committees; and to set the policies and practices of the Board.

The Board of the Manager views corporate governance in accordance to four key concepts:

  1. good performance
  2. accountability
  3. transparency
  4. integrity

The Board has the responsibility to ensure that the abovementioned concepts were rigorously observed throughout the year ended 31 December 2016. To this end, the Manager applied the principles and best practices as set out in SC Malaysian Code on Corporate Governance 2012 and REIT Guidelines, Capital Market and Services Act 2007, Bursa Securities Listing Requirements and relevant corporate governance guidelines.

Changes to Hektar REIT’s corporate governance practices will be updated periodically on this website.

Supply of information

The Board recognizes that the decision making process is highly dependent on the quality of information furnished. As such, all Directors have full and unrestricted access to any information pertaining to Hektar REIT.

The Chairman plays a key role in ensuring that all Directors have full and timely access to information relevant to matters that will be deliberated at the Board meeting. The agenda and set of Board papers are circulated in advance of the Board meetings. A comprehensive balance of financial and non-financial information is encapsulated in the papers covering strategic, operational, financial, regulatory and marketing issues.

All Directors have access to the advice and services of the Company Secretary, who ensures that the Board receives appropriate and timely information for its decision-making, that Board procedures are followed and the statutory and regulatory requirements are met. The Secretary also assists the Chairman in ensuring that all Directors are properly briefed on issues arising at Board meetings. The Board believes that the current Company Secretary is capable of carrying out the appropriate duties to ensure the effective functioning of the Board while the terms of appointment permit the removal and appointment by the Board as a whole.

Directors, whether acting as a full board or in their individual capacity, may obtain independent professional advice in the furtherance of their duties, at the Company’s expense, so far as is practicable and that the cost is reasonable.

Additional information

The information set out below is disclosed in compliance with the Securities Commission’s Guidelines on Real Estate Investment Trusts:

  1. Sanctions and/or penalties

    There are no public sanction and/or penalty imposed on Hektar REIT, its directors or management of the Manager, by relevant regulatory bodies during the financial year ended 31 December 2016.

  2. Non-audit fees

    The non-audit fees payable to the external auditors of Hektar REIT for the financial year ended 31 December 2016 amounts to RM 68,000.

  3. Soft commission

    There was no soft commission received by the Manager for during the financial year ended 31 December 2016.

  4. Variation in results

    There was no variance of 10% or more between the audited results for the financial year ended 31 December 2016 and the unaudited results previously announced during the quarter announcement. Hektar REIT did not release any profit estimate, forecast or projection for the financial year.

  5. Material contracts involving the interests of directors and major unitholders

    There were no material contracts entered into by Hektar REIT involving the interests of the Directors and major unitholders during the financial year ended 31 December 2016.

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