The Manager adopts the principle that the Board of Directors (the “Board”) is collectively responsible for the long-term success of MLT and an effective Board for the Manager is one constituted with the right core competencies and diversity of experience, so that the collective wisdom of the Board can give guidance and provide insights as well as strategic thinking to the management team of the Manager (the “Management”).

The key roles of the Board are to:

• guide the corporate strategy and direction of the Manager;
• ensure that Management discharges business leadership and demonstrates the highest quality of management with integrity and enterprise; and
• oversee the proper conduct of the Manager.

In discharging their roles and responsibilities, all Directors of the Board are expected to act and have acted in the best interests of MLT.

The positions of Chairman and Chief Executive Officer (“CEO”) are held by two separate persons in order to maintain effective oversight. The Board has also established the Audit and Risk Committee (the “AC”) and the Nominating and Remuneration Committee (the “NRC”), each of which operates under delegated authority from the Board, to assist the Board in discharging its oversight function.

The Manager has an established NRC which consists of a minimum of three members and is constituted in a way that enables it to exercise its judgment and demonstrate its ability to make decisions which are consistent with the current and future financial status of the business.

The current members are: Mr Loh Shai Weng, Lead Independent Non-Executive Director and Chairman of the NRC, Ms Lim Mei, Independent Non-Executive Director and Mr Wong Mun Hoong, Non-Executive Director.

The NRC has written terms of reference setting out its scope and authority in performing the functions of a nominating and remuneration committee, which include, but are not limited to, assisting the Board in matters relating to:

• reviewing and recommending to the Board all nominations for the appointment and re-appointment of Directors and of members to the various Board committees;
• reviewing and recommending to the Board the succession plan for the Executive Director and CEO of the Manager;
• the remuneration framework for the Directors, the Executive Director and CEO, and Management of the Manager, including all option plans, stock plans and the like, as well as the performance hurdles of such plans;
• the specific remuneration package for the Directors and key management personnel; and
• the termination payment, gratuities, severance payment and other similar payments to the Executive Director and CEO of the Manager.

The Board is supported by the AC which provides additional oversight of financial, risks and audit matters, so as to maximise the effectiveness of the Board and foster active participation and contribution. The Manager adopts the principle that the AC shall have at least three members, all of whom must be non-executive and the majority of whom, including the AC Chairman, must be independent.

The AC consists of four members, all of whom are independent, have the relevant accounting, finance and/or risk management experience, and are appropriately qualified to discharge their responsibilities as AC members. They are at present:

• Mr Lim Joo Boon, Chairman;
• Mr Ching Wei Hong, Member;
• Ms Judy Lee, Member; and
• Mr Tan Wah Yeow, Member.

The AC has written terms of reference setting out its scope and authority, which include:

• examination of interested person transactions;
• review and approval of the scope of internal audit activities;
• review of the adequacy, effectiveness, independence, scope and audit findings of internal and external auditors as well as Management’s responses to them and the implementation of remedial actions to address such findings;
• evaluation of the nature and extent of non-audit services performed by external auditors;
• review of the quality and reliability of information prepared for inclusion in financial reports;
• authority to investigate any matters within its terms of reference, full access to and co-operation by Management and full discretion to invite any Director or executive officer to attend its meetings, and reasonable resources to enable it to discharge its functions properly;
• making recommendation to the Board on the appointment and reappointment of external auditors; and
• making recommendations to the Board on the remuneration and terms of engagement of external auditors.

The Manager embraces an internal code on General Conduct & Discipline that sets out the framework and guidelines for staff on ethical values such as honesty and responsibility, as well as appropriate conduct for our employees.

The Whistleblowing Policy further provides an avenue for employees (both permanent and short-term) and external parties to raise concerns about illegal, unethical or otherwise inappropriate behaviour observed in the course of our businesses. These include questionable accounting, fraud or employee misconduct. The policy contains strong assurance that whistleblowers will be protected from reprisals or victimisation if reports are made in good faith or are not malicious and it further provides guidance in its enforcement by listing examples of reportable behaviour. The three direct reporting channels that have been set apart and handled with confidential safeguards are: Group General Counsel, Head of Internal Audit and Chairman of Audit Committee. For queries or to make a report, please write to reporting@mapletree.com.sg.