Formulating Lendlease Global REIT’s investment strategy, including determining the location, sub-sector type and other characteristics of Lendlease Global REIT’s property portfolio, overseeing negotiations and providing supervision in relation to investments of Lendlease Global REIT and making final recommendations to the Trustee.
Formulating Lendlease Global REIT’s asset management strategy, including determining tenant mix, asset enhancement works and rationalising operation costs. Providing supervision in relation to asset management of Lendlease Global REIT and making final recommendations to the Trustee on material matters.
Formulating plans for equity and debt financing for Lendlease Global REIT’s property acquisitions, distribution payments, expense payments and property maintenance payments, executing capital and financial risk management plans, negotiating with financiers and underwriters and making final recommendations to the Trustee.
Making all regulatory filings on behalf of Lendlease Global REIT, and using commercially reasonable efforts to assist Lendlease Global REIT in complying with the applicable provisions of the SFA and all other relevant legislation, the Listing Manual, the CIS Code (including the Property Funds Appendix), the Take-Over Code, the Trust Deed, the CMS Licence, any tax ruling and all relevant contracts.
The Board’s primary duties and responsibilities include:
- Overall corporate governance of the Manager including establishing goals for management and monitoring the achievement of these goals;
- Strategic business direction and risk management of Lendlease Global REIT.
The positions of Chairman and Chief Executive Officer will be held by two separate persons in order to maintain effective oversight. The Chairman will be Mr Anthony Peter Lombardo and the Chief Executive Officer will be Mr Kelvin Chow Chung Yip.
The members of the Nomination and Remuneration Committee are:
- Mrs Lee Ai Ming (Chairman)
- Dr Tsui Kai Chong
- Mr Simon John Perrott
- Ms Ng Hsueh Ling
The role of the Nomination and Remuneration Committee is to make recommendations to the Board on all appointment and remuneration matters. The Nomination and Remuneration Committee also reviews and makes recommendations on succession plans for the Board and the executive officers.
The Nomination and Remuneration Committee’s responsibilities also include:
- Developing a process for evaluation of the performance of the Board, its board committees and directors;
- Reviewing training and professional development programmes for the Board;
- the appointment and re-appointment of directors (including alternate directors, if applicable), having regard to the composition and progressive renewal of the Board and each director’s competencies, commitment, contribution and performance including, if applicable, as an independent director;
- Determining annually, and as when circumstances require, if a director is independent;
- Deciding if a director is able to and has been adequately carrying out his duties as a director of the company, taking into consideration the director’s principal commitments;
- Reviewing and recommending to the Board a general framework of remuneration for the Board and the executive officers;
- Reviewing and recommending to the Board the specific remuneration packages for each director as well as for the executive officers;
- Reviewing Lendlease Global REIT’s obligations arising in the event of termination of executive directors’ and executive officers’ contracts of service and ensuring that such contracts of service contain fair and reasonable termination clauses which are not overly generous.
The members of the Audit and Risk Committee are:
- Dr Tsui Kai Chong (Chairman)
- Mr Simon John Perrott
- Mrs Lee Ai Ming
- Mr Anthony Peter Lombardo
The role of the Audit and Risk Committee is to monitor and evaluate the effectiveness of the Manager’s internal controls. The Audit and Risk Committee also reviews the quality and reliability of information prepared for inclusion in financial reports, and is responsible for the nomination of external auditors and reviewing the adequacy of external audits in respect of cost, scope and performance.
The Audit and Risk Committee’s responsibilities also include:
- Monitoring the procedures established to regulate Related Party Transactions, including ensuring compliance with the provisions of the Listing Manual relating to “interested person transactions” (“Interested Person Transactions”) and the provisions of the Property Funds Appendix relating to “interested party transactions” (“Interested Party Transactions”, and together with Interested Person Transactions, “Related Party Transactions”);
- Reviewing transactions constituting Related Party Transactions (including the renewals of such transactions);
- Deliberating on conflicts of interest situations involving Lendlease Global REIT, including (i) situations where the Manager is required to decide whether or not to take any action against any person in relation to any breach of any agreement entered into by the Trustee for and on behalf of Lendlease Global REIT with a Related Party (as defined herein) of the Manager, (ii) reviewing any compensation payable to the Trustee arising from such a breach of an agreement with a Related Party of the Manager, and (iii) where the Directors, controlling shareholder of the Manager and Associates are involved in the management of or have shareholding interests in similar or related business as the Manager, and in such situations, the Audit and Risk Committee will monitor the investments by these individuals in Lendlease Global REIT’s competitors, if any, and will make an assessment whether there is any potential conflict of interest;
- Reviewing external audit reports to ensure that where deficiencies in internal controls have been identified, appropriate and prompt remedial action is taken by the management;
- Reviewing arrangements by which staff and external parties may, in confidence, raise probable improprieties in matters of financial reporting or other matters, with the objective that arrangements are in place for the independent investigation of such matters and for appropriate follow up action;
- Reviewing internal and external audit reports at least twice a year to ascertain that the guidelines and procedures established to monitor Related Party Transactions have been complied with;
- Ensuring that the internal audit and accounting function is adequately resourced and has appropriate standing with Lendlease Global REIT;
- Reviewing, on an annual basis, the adequacy and effectiveness of the internal audit function in the overall context of Lendlease Global REIT’s risk management system;
- Reviewing the statements included in Lendlease Global REIT’s annual report on Lendlease Global REIT’s internal controls and risk management framework;
- Monitoring the procedures in place to ensure compliance with applicable legislation, regulations, the Listing Manual and the Property Funds Appendix;
- Reviewing the appointment, re-appointment or removal of external auditors;
- Reviewing the nature and extent of non-audit services performed by external auditors;
- Reviewing, on an annual basis, the independence and objectivity of the external auditors;
- Meeting with external and internal auditors, without the presence of the executive officers, at least on an annual basis;
- Assisting the Board to oversee the formulation, updating and maintenance of an adequate and effective risk management framework;
- Reviewing the system of internal controls including financial, operational, compliance and information technology controls and risk management processes;
- Reviewing the financial statements and the internal audit report;
- Reviewing and providing their views on all hedging policies and instruments to be implemented by Lendlease Global REIT to the Board;
- Reviewing all hedging policies and procedures to be implemented by Lendlease Global REIT for the entry into of any hedging transactions (such as foreign exchange hedging and interest rate hedging) and monitoring the implementation of such policy, including reviewing the instruments, processes and practices in accordance with the policy for entering into foreign exchange hedging transactions;
- Investigating any matters within the Audit and Risk Committee’s terms of reference, whenever it deems necessary; and
- Reporting to the Board on material matters, findings and recommendations.