Board balance

Currently, the Board has 7 members (and an alternate director), 5 of whom are non-executive. Represented on the Board are 3 independent non-executive Directors, whose presence are essential to protect the interests of unitholders of Hektar REIT and these Directors make significant contributions to the Company’s decision-making by bringing in the qualities of objectivity and impartiality.

The composition of the Board reflects a balance of Executive Directors, Non-Executive Directors and Independent Directors from diverse professional backgrounds with vast experience, enabling the Manager to tap their expertise. The Directors collectively bring with them a wide range of experience and knowledge in areas such as business administration, accounting, finance, legal, engineering, construction, operations, property management and real estate development thus acting in the best interest of the Manager and Hektar REIT.

The Board acknowledges that although the current Board composition complies with the Listing Requirements, Hektar REIT has not applied the recommendation of the MCCG whereby at least half of the board comprises independent directors. The Board will endeavour to fulfil the recommendation of the MCCG with a search of a new independent director following the demise of the Independent Chairman in May 2018.

With the composition of 43% of the Board held by Independent Directors, the Manager is of the view that the Board can uphold objectivity in reaching meaningful decisions in the best interest of all stakeholders.

The MCCG also recommends the Board to have at least 30% of women directors. The Board recognises that gender diversity makes good business sense, in line with the country’s aspirational target of 30% representation of women Directors. The Board currently has 3 women Directors, representing more than 30% of the Board composition.

Any appointment of new Directors of the Manager will be evaluated by the NRC and after that, formally appointed by way of a Board resolution. The search for candidates to be appointed is conducted through personal contacts and recommendations, and/or external search companies. Suitable candidates are carefully evaluated by the NRC so that recommendations made on proposed candidates meet the Board’s objectives. In recommending the appointment of new Directors, the Board takes into consideration the current Board size and composition, including diversity of skills, the experience of the proposed candidate; and knowledge of matters relating to REIT Management.

The Directors appointed shall be able to devote the required time to serve the Board effectively. The Board shall consider the existing directorship positions held by a director, including on boards of non-listed companies. Any appointment that may cast doubt on the integrity and governance of the Company shall be avoided.

The Board shall ensure shareholders have the information they require to make an informed decision on the appointment and reappointment of a director which includes details of any interest, position or relationship that might influence, or reasonably be perceived to influence, in a material respect, their capacity to bring an independent judgement to bear on issues before the Board and to act in the best interests of the listed company as a whole. The Board shall also provide a statement as to whether it supports the appointment or reappointment of the candidate and the reasons why.

Board meetings

The Board ordinarily meets at least once a financial quarter with additional meetings convened or decisions made via circular resolutions when urgent and important decisions need to be taken between the scheduled meetings. The Directors are usually notified in advance on the date of the next board meeting. This advance notice is given so that all Directors are able to allocate their time accordingly. The Company Secretary shall have seven (7) days prior to the upcoming board meeting to email the notice of meeting and the agendas to all Directors. Should a Director be unable to be physically present at the Board meeting, teleconferencing can be arranged for participation.

Directors training

During the financial period under review, all Directors have attended training programmes in compliance with the Main Market Listing Requirement of Bursa Securities. New Directors are also required to attend the Mandatory Accreditation Programme within the time frame provided by Bursa Malaysia.

The Board ensures that the Directors attend various conferences and programmes to enhance their knowledge and expertise and to keep up to date with the relevant changes in laws, regulations and the business environment. The training programmes, conferences and seminars attended by the Directors during the year under review covered areas such as corporate governance, leadership, professional development, industry updates, financial and tax matters, amongst others.