As at the print of this statement, the Board consists of eight (8) members, comprising one (1) Independent and Non-Executive Chairman, two (2) Executive Directors, two (2) Non-Executive, Non-Independent Directors and three (3) Independent Non-Executive Directors. 50% of Directors are considered independent which complies and exceeds the directors’ independence requirements set out under paragraph 15.02 of Bursa Malaysia’s LR which requires that at least one-third of the Board to be Independent Directors. A brief profile of each Director is presented in the Board of Directors section of this annual report.
The concept of independence adopted by the Board is in tandem with the definition of an Independent Director in Section 1.01 of Bursa Malaysia’s LR.
The Directors, with their varied backgrounds and areas of expertise, collectively bring with them a wide range of experience and expertise in areas such as strategy, finance, corporate affairs, legal, marketing and operations. The Executive Directors are responsible for implementing policies and decisions of the Board, overseeing operations as well as coordinating the development and implementation of business and corporate strategies. The Independent Directors bring objective and independent judgment to the decision making of the Board and provide a review and challenge on the performance of management. As such, there is proper balance in the Board because of the presence of Independent Directors of the calibre necessary to carry sufficient weight in Board decisions.
The Board recognises the importance of having a clearly accepted division of power and responsibilities at the head of the Company and REIT to promote accountability and facilitate the division of responsibility. Given the importance and nature of the Chairman’s role, the position of Chief Executive Officer (“CEO”) is separate from the Chairman as recommended by the Malaysian Code on Corporate Governance 2012 (“MCCG 2012”) and the position of Chairman is held by a Non-Executive Director. The Board also places importance on the appointment and participation of Independent Non-Executive Directors in order to provide a balanced and independent view on Board deliberations, where the Independent Non-Executive Directors are able to convey their concerns in relation to the Company and the REIT. The Board is of the view that the composition of the Independent Non-Executive Directors, coupled with the adoption of the Board Charter which formally sets out the schedule of matters reserved solely for the Board for decision making, provides the relevant check and balance to ensure no one person in the Board has unfettered powers to make major decisions for the Company and the REIT businesses unilaterally.
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. For the year ended 31 December 2017, the Board met on 4 occasions, where it deliberated upon and considered a variety of matters including Hektar REIT’s financial results and strategic and major investment decisions.
Below are the directors’ attendance for the board meetings held in the financial year 2017:
|Mr Michael lim hee Kiang (Resigned w.e.f 13 April 2018)||Independent Non-Executive Chairman||3/4|
|Dato’ Hisham bin Othman||Executive Director & Chief Executive Officer||4/4|
|Puan Zalila binti Mohd Toon (Resigned w.e.f 1 February 2018)||Executive Director & Chief Financial Officer||4/4|
|Puan Zarina binti halim (Appointed w.e.f 1 February 2018)||Executive Director & Chief Corporate Officer||n/a|
|Dr Chew Tuan Chiong||Non-Executive Director||4/4|
|Mr Christopher Tang Kok Kai (Resigned w.e.f 1 November 2017)||Non- Executive Director||3/3|
|Ms Tay hwee Pio (Redesignated from Alternate Director to Non-Executive Director, replacing Christopher Tang w.e.f. 1 November 2017)||Non-Executive Director||1/1|
|En Mahusni bin Hasnan (Appointed w.e.f 23 January 2017)||Independent Non-Executive Director||3/4|
|Mr Philip Eng heng Nee||Independent Non-Executive Director||4/4|
|Cik Rahanawati binti Ali Dawam (Appointed w.e.f 16 February 2017)||Independent Non-Executive Director||3/3|
|Mr Alex Chia Soon Ren (Alternate Director to Dr Chew Tuan Chiong)||Non Executive Alternate Director||n/a|
Note : The attendances reflected were during the Director’s tenure of service
The Board is satisfied with the level of time commitment given by the Directors at all the board meetings during FY 2017.
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.
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.