SustainabilityCorporate Governance

The Board has overall responsibility for the governance of risk and oversees the REIT Manager in the design, implementation and monitoring of the risk management and internal control systems.

The Audit and Risk Committee (ARC) assists the Board in carrying out the Board’s responsibility of overseeing the risk management framework and policies of Sasseur REIT. The REIT Manager adopts an Enterprise Risk Management (ERM) Framework to manage risks in a systematic and consistent manner. The ERM Framework and Risk Management Policy are reviewed annually. The ARC meets at least four times a year.

The internal audit function is outsourced to PricewaterhouseCoopers Risk Services Pte. Ltd. (PwC or Internal Auditors) which is staffed by qualified executives. The ARC approves the hiring, removal, evaluation and compensation of the auditing firm to which the internal audit function is outsourced.

The Internal Auditors have unfettered access to all the Group’s documents, records, properties and personnel, including access to the ARC. PwC reports to the ARC Chairman and has unrestricted access to the ARC, and is guided by the standards set by nationally or internationally recognised professional bodies including the Standards for the Professional Practice of Internal Auditing set by The Institute of Internal Auditors.

The ARC will review the findings of the Internal Auditors and will ensure that the Group follows up on the Internal Auditors’ recommendations. The ARC will review the adequacy of the internal audit function annually to ensure that the internal audit function is adequately resourced and able to perform its function effectively and objectively. The ARC also reviews the independence of the internal audit function./p>

The Board embraces diversity and has adopted a Board Diversity Policy. The Board recognises that a diverse Board introduces fresh perspectives into the Boardroom, adds value to the policies and practices of the REIT Manager, supports the REIT Manager’s achievement of its strategic objectives and enhances long-term sustainable performance.

The Nominating and Renumeration Committee (NRC) has set an objective to ensure that the Board comprises Directors with various skills, knowledge and experience, gender, age, ethnicity and culture, geography and tenure. As part of the Board renewal process, the NRC will review these objectives from time to time and may recommend changes or may recommend additional objectives to achieve greater diversity.

The NRC reviews from time to time the size and composition of the Board with a view to ensuring that the size of the Board is appropriate in facilitating effective decision-making, taking into account the scope and nature of the operations of the Group, and that the Board has a strong element of independence.

The Group has adopted a Personal Account Dealing Policy to provide guidance to its officers regarding dealings in the Company’s securities, in compliance with Rule 1207(19) of the SGX-ST Listing Manual.

Sasseur REIT had adopted half-yearly reporting of its financial results with effect from 1 January 2022, which is in line with the amendments to the Listing Manual of the SGX-ST which came into effect on 7 February 2020. The Investor Relations Policy and Internal Compliance Code on Dealing with Securities Transactions had been updated to reflect the closed window period of (i) one month before the date of the announcement of the half-yearly and full year results; and (ii) two weeks before the date of the announcement of the business and operational updates.

Any employee who intends to deal in the Company’s securities outside of the prohibition period are required to seek approval from the CEO before the intended purchase or sale. In the case of the CEO and Directors, written approval is required to be sought from the ARC Chairman before the intended purchase or sale. In the case of the ARC Chairman, written approval is required to be sought from the Chairman of the Board before the intended purchase or sale.

Directors and officers are also advised against dealing in the securities on short-term consideration and when they are in possession of any unpublished material price-sensitive information of the Group, and to be mindful of the law on insider trading.

In accordance with the Compliance Manuals adopted by the REIT Manager, the following principles and procedures have been established to deal with potential conflicts of interest which the REIT Manager (including its Directors, executive officers and employees) may encounter in managing Sasseur REIT:

1. the REIT Manager is a dedicated manager to Sasseur REIT and will not manage any other REIT or be involved in any other real estate property business without obtaining approval from the MAS;
2. all resolutions at meetings of the Board or Board resolutions in relation to matters concerning Sasseur REIT must be approved by a majority vote of the Directors, including at least one Independent Director;
3. in respect of matters in which Sasseur REIT’s Sponsor, shareholder and/or its subsidiaries have an interest, whether directly or indirectly, the nominees appointed by the relevant shareholder, Sponsor or subsidiary to the Board will abstain from voting. For such matters, the quorum must comprise a majority of the Independent Directors and shall exclude such Directors who are the nominees of the Sponsor, shareholder and/or its subsidiaries;
4. in respect of matters in which a Director or his associates have an interest, whether direct or indirect, such interested Director will abstain from voting. In such matters, the quorum must comprise a majority of the Directors and shall exclude such interested Director(s);
5. any decision by the REIT Manager not to take action against a related party of the REIT Manager shall not constitute a waiver of the Trustee’s right to take such action as it deems fit against such related party; and
6. at least majority of the Board shall comprise Independent Directors.