Religare Health Trust ("RHT" or the "Trust") is constituted as a business trust under the Business Trusts Act, Chapter 31A of Singapore ("BTA") and is externally managed by Religare Health Trust Trustee Manager Pte. Ltd. ("RHT TM" or the "Trustee-Manager"). The Trustee-Manager recognises the importance of upholding high corporate governance standards, which will serve to safeguard the interests of unitholders and contribute to the success of RHT. Under the BTA, the Trustee-Manager is also obliged to act in the best interests of the unitholders as a whole.
The Trustee-Manager has chosen to use the Code of Corporate Governance 2012 ("CG Code 2012") as its benchmark for best corporate governance practices and has set up policies and practices with the CG Code 2012 in mind. The Trustee Manager has also incorporated specific provisions under the Business Trusts Regulations ("BTR") which may be required of the Trustee-Manager in its corporate governance framework. We have described the main corporate governance policies and practices which the Trustee-Manager has in put place, with reference to the CG Code 2012.
Principle 1: Every company should be headed by an effective Board to lead and control the company. The Board is collectively responsible for the long-term success of the company. The Board works with Management to achieve this objective and Management remains accountable to the Board.
The Board of RHT TM (the "Board") provides the strategic direction for RHT, and guides management of RHT TM in achieving efficient management of the Trust. Along with monitoring the achievement of these goals, the Board is also responsible for ensuring that the management has a framework of internal and risk management controls in place, which help RHT to achieve its goals while taking into account the interest of its unitholders.
To assist the Board in the discharge of its duties, a total of 4 committees have been set up with their own terms of reference. These four committees are:
The terms of reference for each committee, as well as the members of each committee (together with their role in the committee and whether they are independent/executive) are as described in the Appendix to this Corporate Governance Report ("CG Report").
The Board of Directors meet at least 4 times a year to review and approve the financial results of RHT as well as receive key reports from both the external professionals such as the internal auditors, and senior management. As and when warranted by circumstances, Board meetings are also held outside of the quarterly meetings to discuss the strategies, policies or key activities of RHT such as acquisitions and disposals. Under the Articles of Association of the Trustee-Manager, board meetings are permitted to be held via way of conference by telephone or by means of similar communication equipment whereby all persons participating in the meeting are able to hear each other.
The current Directors and details of their membership on Board committees, number of Board and Committee meetings held for FY2015 between 1 April 2014 to 31 March 2015, as well as their attendance at these meetings are disclosed in the table below.
|Board of Directors||Appointed|
|Mr Ravi Mehrotra, Executive Chairman||7 September 2012|
|Mr Gurpreet Singh Dhillon, Executive Director & CEO||22 July 2011 (reappointed on 28 July 2014)|
|Mr Pawanpreet Singh, Executive Director & CFO||1 January 2013|
|Mr Eng Meng Leong, Independent Director||1 July 2013|
|Mr Sydney Michael Hwang, Independent Director||7 September 2012|
|Dr Yogendra Nath Mathur, Lead Independent Director||7 September 2012|
|Mr Peter Joseph Seymour Rowe, Independent Director||7 September 2012|
|Board Committees & Members|
|Audit & Risk Management Committee
|Name||Board||Audit and Risk Management Committee||Nominating Committee|
|No. of meetings held||No. of meetings attended||No. of meetings held||No. of meetings attended||No. of meetings held||No. of meetings attended|
|Gurpreet Singh Dhillon||6||6||-||-||-||-|
|Eng Meng Leong||6||6||5||5||-||-|
|Sydney Michael Hwang||6||6||-||-||2||2|
|Dr Yogendra Nath Mathur||6||6||5||5||2||2|
|Peter Joseph Seymour Rowe||6||6||5||5||-||-|
|Name||Remuneration Committee||Executive Committee|
|No. of meetings held||No. of meetings attended||No. of meetings held||No. of meetings attended|
|Gurpreet Singh Dhillon||-||-||4||4|
|Eng Meng Leong||3||3||-||-|
|Sydney Michael Hwang||3||3||-||-|
|Dr Yogendra Nath Mathur||-||-||-||-|
|Peter Joseph Seymour Rowe||3||3||-||-|
The Trustee-Manager has formalised the matters which are specifically reserved for decision and approval by the Board. These matters are in relation to:
(a) RHT's long term objectives and strategy, including internal limits on authority in relation to investments, acquisitions and disposals, capital expenditures.
(b) changes to RHT's structure and capital, including new unit issuances, new material debt facilities
(c) financial reporting and internal risk controls, including significant changes in accounting policies, review of interested party transactions, conflicts of interests situations and corporate governance arrangements.
(d) communication to regulators or unitholders involving matters which has been deliberated or approved by the Board.
The Board has also delegated the management of the day to day operations to the Management of RHT TM, and the decision making over certain operational matters to the Exco. The scope within which the Exco has authority over the day to day operations of the Trust has been approved by the Board. The Exco comprise wholly of Executive Directors, and all decisions undertaken by the Exco are reported back to the Board on a quarterly basis.
Newly appointed directors to the Board of RHT TM are issued with an appointment letter that spells out his duties and obligations as a director. They will also be briefed by senior management on the business of RHT as well as the key policies and Board processes. Material documents pertaining to RHT are also made available to the new Directors. Where there are first time directors being appointed to the Board, they will be provided external training by professional providers, such as the Singapore Institute of Directors, on what they need to know as a director of a listed company in Singapore. The Independent Directors conduct a site visit to India every year where the assets of RHT are located. During the site visit, the Independent Directors will also meet with the senior management of RHT and other external professionals based in India such as the internal auditors and external auditors.
The Trustee-Manager monitors new laws, regulations and rules that are implemented, for implications on RHT and RHT TM. Where relevant, Directors are updated about the changes to existing or new rules and regulations. There have been briefings conducted during board meetings whereby either the senior management or external professionals have been requested to brief the Directors on new developments or when the Board deems that expert advice is required in order to formulate key decisions. In FY2015, the Board of Directors received a briefing by an external lawyer on the changes to the Singapore Companies Act, Chapter 50. Management also updated the Board on the consultation paper issued in October 2014 by the Monetary Authority of Singapore on the proposed changes to the real estate investment trust (REIT) rules in order to strengthen the REIT market in Singapore. There was also a briefing by our internal auditors to the members of the ARMC on the Guidebook for Audit Committees in Singapore (2nd edition) which was released in August 2014.
Principle 2: There should be a strong and independent element on the Board, which is able to exercise objective judgement on corporate affairs independently, in particular, from Management and 10% shareholders. No individual or small group of individuals should be allowed to dominate the Board's decision making.
The Board of RHT TM is made up of 7 Directors, of which a majority or 4 of the Directors are independent and non-executive Directors. The remaining 3 Directors, including the Chairman of the Board, are executive and non-independent Directors.
Under the BTR, Sections 3 and 4, on the composition of the Board of a trustee-manager, it is also provided that:
Once every year, and as and when the circumstances require, the NC will assess the independence of each Director. The Nominating Committee has carried out its assessment, and with the concurrence of the Board had considered and found Mr Sydney Michael Hwang, Mr Eng Meng Leong, Dr Yogendra Nath Mathur and Mr Peter Joseph Seymour Rowe to be independent from:
Mr Ravi Mehrotra, our Executive Chairman, Mr Gurpreet Singh Dhillon, our Chief Executive Officer and Mr Pawanpreet Singh, our Chief Financial Officer are not considered to be independent under the CG Code 2012 and /or the BTR Sections 3 and 4.
The current Board comprises of 7 Directors with extensive experience in various fields ranging from legal, investments, tax, finance and accounting to healthcare. The NC has evaluated the size and composition of the Board and is of the view that the size of the Board is appropriate in relation to the scale of operations of RHT, and possesses the requisite experience for managing a healthcare infrastructure related trust such as RHT.
1 Independent from management and business relationships with Trustee-Manager as defined under Section 3 of the BTR.
2 Independent from substantial shareholder of the Trustee-Manager as defined under Section 4 of the BTR.
Principle 3: There should be a clear division of responsibilities between the leadership of the Board and the executives responsible for managing the company's business. No one individual should represent a concentration of power.
The positions of the Chairman of the Board and the CEO are held by two separate persons, so that there is an effective segregation of duties and accountability. The Board of RHT TM is led by our Executive Chairman, Mr Ravi Mehrotra and Mr Gurpreet Singh Dhillon is our CEO. Both Mr Ravi Mehrotra and Mr Gurpreet Singh Dhillon are not immediate family members. As Chairman of the Board, Mr Ravi Mehrotra sets the agenda for the Board meetings, engages the Directors in discussing and debating on issues while working towards important decisions. The Chairman also serves to encourage constructive relations within the Board and between the Board and management.
As Executive Chairman of the Board, Mr Ravi Mehrotra plays a key role in guiding the strategy of RHT and monitoring the performance of the management. The CEO is responsible for managing the daily operations of the Trust and the Trustee-Manager in accordance with the business plans and strategies as set out by the Board.
There is clear segregation of roles within the Board and the ARMC, NC and RC each have their own terms of reference and responsibilities. The three Committees are each headed by a different independent Director, and there is no individual Director on the Board who has a considerable concentration of power.
We have a lead independent Director, Dr Mathur who serves as a conduit between unitholders and the Board wherever there are concerns from unitholders.
The independent directors have private sessions without the presence of management, and also have feedback sessions with the Chairman without management around.
Principle 4: There should be a formal and transparent process for the appointment and re-appointment of directors to the Board.
The Board had approved the establishment of an NC comprising of a majority of independent directors, including the lead independent director. The role of the NC under its terms of reference as approved by the Board includes making recommendations on:
In the appointment of new Directors, the Board follows a process of shortlisting suitable candidates based on a set of criteria. This set of criteria is drawn up after evaluating on the roles and expertise that is required of the new director and the needs of the Board. The potential candidates may originate from various sources such as recommendations from the management and Directors, the Singapore Institute of Directors or utilising external search consultants. The shortlisted candidates were put forth to the Nominating Committee for consideration, with the final candidate as selected by the NC being put to the Board for approval.
Under the appointment letters signed with the Directors that are appointed to the Board of RHT TM, the Directors are required to put themselves up for re-nomination and re-election once every 3 years.
The NC is also tasked with ascertaining if each Director, having multiple directorships, is able and has been adequately carrying out his duties as a Director. This review is done by the NC once a year, and takes into consideration the director's number of listed company board representations and other principal commitments. The NC holds the view that the number of directorships held by a Director does not determine the performance of the Director. A Director's performance is assessed based on a number of factors including their time commitment towards Board meetings and discussions, their ability to draw on their experience to contribute to the strategy and decision makings required of the Board. As such, the NC proposed with the concurrence of the Board, to not fix a limit on the number of directorships which a Director may hold but rather to assess the performance of each Director as a whole.
Information on the directors in terms of their academic and professional qualifications is contained on pages 16 to 17 of the Annual Report. The information on the Directors including the board committees served on, date of first appointment, directorships and chairmanships both present and past held over the preceding 3 years in other listed companies, and other principal commitments are disclosed on pages 41 to 56 of the Annual Report.
Principle 5: There should be a formal annual assessment of the effectiveness of the Board as a whole and its board committees and the contribution by each director to the effectiveness of the Board.
An annual formal assessment is conducted on the effectiveness of the Board, the Board Committees and on each Director. The assessment is conducted using an evaluation form which is constantly updated for relevance. The evaluation form seeks feedback from each Director, on a confidential basis, on their views relating to:
For the annual assessment conducted in respect of the financial year ended 31 March 2015 ("FY2015"), the Company Secretary was responsible for sending and collating the information provided by each Director in response to evaluation form. The results of the evaluation survey were then presented to the NC for its assessment and recommendations. In formulating the feedback form, attention was given to ensuring feedback was sought from the Directors on the core areas, whilst also providing room for each Director to freely express their opinions on other matters in a confidential manner. The results of the evaluation, and the NC's recommendations were put up to the Board for their concurrence.
Principle 6: In order to fulfil their responsibilities, directors should be provided with complete, adequate and timely information prior to board meetings and on an on-going basis so as to enable them to make informal decisions to discharge their duties and responsibilities.
Management provides the Board with monthly reports, in addition to board papers on matters which are tabled during the Committee or Board meetings. Under our internal guidelines, Board papers are to be sent to the Board seven days before the meeting takes place. Directors are also entitled to request for separate and independent access to the management, the company secretary or external professionals in order to gain a better understanding of the matter. The Chairman of the ARMC meets separately on a regular basis with each of the management, the internal auditor and external auditor. Such meetings take place on a quarterly basis with the management and internal auditors, and on a half yearly basis with the external auditor. As stipulated in the Director's appointment letter, they are also entitled to seek independent professional advice relating to their role and responsibility as a Director of RHT TM.
The management provides the Board with a report each month on the operating environment and management financials of RHT. During the quarterly Board meetings, matters such as the financial results, the report from the independent auditors, management's internal risk assessment report, business and operational updates for the quarter would be put up for the Board's review. Once a year, the strategy, forecast and annual budget are presented for the Board's review and approval. On an on-going basis, where there are material variances against the forecast and actual financial figures, explanations would be provided.
The Company Secretary attends all Board and Board Committee meetings and is responsible for keeping accurate minutes on the proceedings. Their advice on matters relating to corporate governance may also be sought during these meetings. The Head of Compliance in RHT TM works together with the Company Secretary to ensure good and timely information flow to the Board of Directors. Any change to the Company Secretary has to be approved by the Board.
Principle 7: There should be a formal and transparent procedure for developing policy on executive remuneration and for fixing remuneration packages of individual directors. No director should be involved in fixing his own remuneration.
Principle 8: The level and structure of remuneration should be aligned with the long term interest and risk policies of the company, and should be appropriate to attract, retain and motivate (a) the directors to provide good stewardship of the company, and (b) key management personnel to successfully manage the company. However, companies should avoid paying more than is necessary for this purpose.
Principle 9: Every company should provide clear disclosure of its remuneration policies, level and mix of remuneration, and the procedure for setting remuneration, in the company's Annual Report. It should provide disclosure in relation to its remuneration policies to enable investors to understand the link between remuneration paid to Directors and key personnel, and performance.
The Board had approved the establishment of a RC with its own terms of reference. The members of the RC and the terms of reference of the RC is as set out in the Appendix of this CG Report. The RC comprises entirely of independent non-executive Directors, and they are responsible for reviewing the reviewing the compensation policy and structure of the Directors and the key management.
In the RC meetings held in May 2014 and February 2015, the RC had reviewed the compensation structure for the Directors, as well as the compensation structure and package for the key management of RHT TM respectively. Under RHT TM's compensation structure for its Directors, Executive Directors are not paid any Director's fee, while Non-Executive Directors are paid a base fee, with a variable fee for every additional role which each Director may take on. This serves to compensate the Directors according to the amount of responsibility, time and effort required of their roles. In general, the Chairman of the Board and Board Committees would be paid higher variable fees compared to that of members of the Committees. The remuneration framework for the non-Executive Directors is as shown in the following table.
|Fee||Base Fee||Variable Fee|
|Non-Executive Director||Base Fee (BF) p.a.||Chairman||Member of Committee|
|50% of BF as Chairman of Board/ARMC||15% of Base Fee|
|25% of BF as Chairman of RC/NC|
Non-Executive Directors' fees are benchmarked against the market and industry levels to ensure that the amounts are sufficient to motivate and attract Directors, without being too generous to pose a potential compromise of the independence of the Directors. The remuneration that is paid to the Directors of RHT TM are determined and paid from RHT TM (in its personal capacity) as approved by its shareholder RGAM Corporate Private Limited, and not out of RHT Trust property. Directors' fees paid to each of the following non-Executive Directors for FY2015 did not exceed S$250,000:
Mr Eng Meng Leong;
Mr Sydney Michael Hwang;
Dr Yogendra Nath Mathur;
Mr Peter Joseph Seymour Rowe.
Once a year, a review is carried out of the remuneration framework and the amounts paid to key management of RHT and RHT TM. The Trustee-Manager has put in place a performance based remuneration framework for its key management. Currently, the key management of RHT TM, including the Chief Executive Officer ("CEO"), are paid a fixed yearly salary with a performance related bonus that is tied to the performance of RHT which takes into factors such as amount distributed to unitholders, growth of asset under management. This serves to align management's performance to that of the Trust. To assist the RC in their assessment on the appropriate compensation level for key management, a report is commissioned yearly to provide information on the remuneration paid by comparable peers in the industry. Similar to the Directors, key management and employees of RHT TM are paid by the Trustee-Manager out of its own funds, and not out of RHT Trust property. There is no other remuneration in kind that is paid to the key management. There is also no employee of the Trustee-Manager who is an immediate family member of a Director or CEO, and whose remuneration exceeded S$50,000 in FY2015.
Currently, none of the Directors or key management has a service contract with RHT TM that contain provisions on termination benefits.
Principle 10: The Board should present a balanced and understandable assessment of the company's performance, position and prospects.
The Board is committed to providing unitholders of RHT with a balanced and understandable assessment of RHT's performance, position and prospects. The financial results of RHT as well as any other material price sensitive information are disseminated out via the SGXNET through the website of RHT, as well as via investors meetings and quarterly conference calls with investors.
As mentioned under Principle 6 on Access to Information, the Board is provided with a monthly report on RHT, which summarises the key financial performance of RHT against that forecasted, as well as the business environment and pertinent operations of RHT. Where there are material differences from month to month, explanations are provided to the Board.
Principle 12: The Board should establish an Audit Committee with written terms of reference which clearly set out its authority and duties.
The members of the Audit & Risk Management Committee ("ARMC") of RHT TM are appointed from among the Directors of the Board and comprise of 3 non-executive independent Directors. They are:
The background and qualifications of the ARMC members are set out on pages 16 to 17 of the Annual Report. The terms of reference of the ARMC are set out in the Appendix of this CG Report. Within the role and function of the ARMC, it is provided that the ARMC may investigate any matter within the ARMC's terms of reference, whenever it deems necessary, where it should have full access to and cooperation by the 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.
The ARMC met 5 times in FY2015. During the year, the ARMC reviewed the quarterly and full year results, including the adequacy of disclosures as well as the key changes in accounting policies applied. Management is kept abreast of changes in the accounting standards by both the external auditors and other sources. Every year, management performs a diagnostic of the changes to the accounting standards applicable to RHT, and brief the ARMC and Board about such changes.
On a quarterly basis, the ARMC reviews the reports from the internal auditors with respect to their findings, as well as from the internal risk committee of RHT TM on changes in key risks and policies affecting RHT. There are also quarterly reports provided by the management to the ARMC on the actions taken to resolve previous internal audit findings. In addition, management prepares a liquidity report on RHT for the ARMC's information and review. Key policies are reviewed by management on a regular basis to ensure that they are up to date and, where applicable, are put up to the ARMC for approval to be put to the Board.
All interested party transactions ("IPT") are tabled to the ARMC, including the terms on which the IPT were conducted. This is in accordance with our IPT policy, which sets out the procedure whereby such transactions are identified, reported and recorded down in the IPT register. The terms of the transactions, including information to support that the transactions are conducted on normal commercial terms, are also recorded in the register.
Details of the IPT entered into between the RHT Group and with interested persons (including Fortis, Religare Enterprises Limited and their respective subsidiaries and associates) during the course of the current financial year ending 31 March 2015 which fall under the Listing Manual of the SGX-ST are set out below.
|No.||Interested Person||Nature of Transaction||Value of Transaction (S$)(1)||Percentage of NTA (2)|
|1||Religare Invesco Mutual Fund||Investment as a treasury transaction||9,063,082.81||1.44%|
|2||Religare Healthworld Ltd||Revenue share from pharmaceutical operations||1,180,561.02||0.19%|
|3||Religare Infrafacilities Ltd||Rental and administrative charges for RHT Corporate office in India||144,480.29||0.02%|
|4||SRL Ltd||Revenue share from pathology operations||385,013.39||0.06%|
|5||Religare Health Insurance Company Ltd||Medical and accident policy for RHT India staff||55,262.80||0.01%|
(1) Values are converted at the end of each month as per the prevailing exchange rate at that month end.
(2) Based on the audited net tangible assets of RHT as of 31 March 2015 of S$628,619,000.
Where RHT has excess cash balances, they are placed with Religare Mutual Fund for interest income. The transactions with Religare Healthworld Ltd and SRL Ltd involve the leasing out of space at various RHT Clinical Establishments to these companies owned by Religare Entreprises Ltd. RHT TM has leased office space from Religare Enterprises Ltd to cater for the RHT personnel that are based in India. The medical insurance plan for the staff in RHT India was purchased from Religare Health Insurance Company Ltd.
The ARMC also reviews the audit plans put up by both the internal and external auditors for the forthcoming year. In FY2015, both the external and internal auditors had met with the ARMC without management being present, at least once during the year. In the same financial year, the Chairman of the ARMC also met separately with the internal auditors once every quarter and separately with the external auditor twice. It is also the practice of the Chairman of the ARMC to meet with the Chief Financial Officer of the Trustee-Manager prior to the quarterly ARMC meetings to review the financial reports.
One of the roles of the ARMC is to review the independence of the external auditors. For FY2015, the ARMC noted that S$358,000 was paid to the external auditor as audit fee and S$113,000 was paid for non-audit services. A discussion was held with the external auditor in relation to the type of non-audit services that were provided, and the ARMC was satisfied with the independence of the external auditor. None of the ARMC member is a former partner or director with the external audit firm.
The Trustee Manager has complied with Rules 712 and 715 of the SGX-ST listing manual. All of RHT's foreign incorporated subsidiaries are audited by S.R. Batliboi & Co LLP which is a suitable audit firm to meet the RHT Group's audit obligations.
RHT TM has established a whistle blowing policy to provide a channel for whistleblowers to report any actual or suspected wrongdoings, as well to provide assurance that the whistleblower will be protected from reprisals or victimisation for whistle blowing. The whistleblowing policy and procedure is approved and overseen by the ARMC, and it provides for both the employees and the public to raise concerns to both the Head of Compliance of RHT TM and/or the Chairman of the ARMC. Investigations will commence upon receiving a whistleblowing report and follow up actions would be taken if required.
Principle 13: The company should establish an effective internal audit function that is adequately resourced and independent of the activities it audits.
As an internal policy, the Trustee-Manager is committed to having an internal audit function at all times. The current internal audit firm which has been appointed to perform the function for RHT is KPMG Services Pte Ltd. The selection and appointment of the internal audit firm for RHT was determined by the ARMC, and the internal audit plan for each financial year is approved by the ARMC. The scope of the internal audit is intended to cover key aspects of RHT and RHT TM's internal controls in the areas of finance, operations, compliance and information technology. During the course of their work, the internal auditors are given full access to any documents, records or personnel, and they report directly to the ARMC Chairman.
As mentioned under the section "Audit Committee", the Chairman of the ARMC meets the internal auditors every quarter to understand from them their concerns if any. These meetings take place without the management being present, which allows the discussions to be as open and candid as possible. The ARMC has reviewed the internal audit plan for the FY2016, the resources allocated to carrying out the plan, as well as the work done by the internal auditors over FY2015, and they are satisfied with the adequacy and effectiveness of the current internal auditor.
Principle 11: The Board is responsible for the governance of risk. The Board should ensure that Management maintains a sound system of risk management and internal controls to safeguard shareholders' interests and company's assets, and should determine the nature and extent of the significant risks which the Board is willing to take in achieving its strategic objectives.
The Trustee-Manager understands the importance of maintaining an effective system of risk management and internal controls. Apart from keeping both management and the Board up to date with the key risks and challenges that RHT faces, it also serves to guide the Trustee-Manager in its decision making and allocation of resources. This allows the Trustee-Manager to achieve its strategic objectives whilst keeping the assets safe.
Keeping with the above goal of having a sound system of risk management and internal controls, the Trustee-Manager has established a risk management framework which matches the key identified risks with the controls and processes that serve to mitigate such risks. The implementation of this internal risk management framework is carried out by an internal risk committee ("IRC"). The IRC comprise of senior management who take on ownership of risks in their respective areas such as finance, operations, compliance, investments, information technology.
The IRC is responsible for identifying key risks and evaluating the effectiveness of the controls in managing risks. The IRC meets on a quarterly basis, or where the situation requires, to evaluate how the risks facing RHT might have evolved following changes in both the operating environment and internal operations of RHT. Key risk indicators are used as a means for early identification of escalating risks or signals of changes in areas that affect RHT. The key risk indicators will be able to assist management and the Board in signaling issues that may be developing (whether internally or externally) which can potentially have an adverse impact on RHT. Key risk indicators can also provide essential information to the management and the Board for consideration when executing strategies for RHT.
The IRC also debates on whether new processes or existing processes need to be implemented in order to manage any of the new risks. The IRC also maintains an update to date compilation of all the key policies and procedures of RHT, in order to have a sound knowledge of all the various controls in place. During some of the IRC meetings, different staff might be invited to join the meetings or discussions in order to brief the IRC in terms of changes that might have occurred in their respective areas, and to give their views on how new risks might have risen. The involvement of various staff within RHT in risk management discussions help to promote a culture where risk awareness and governance is integral to the daily operations of RHT. Once a year, or whenever their expert advice might be required, the IRC would also meet with the internal auditors in order to compare each's assessment of the key risks and the adequacy of the internal controls. This helps to ensure that there are all gaps are filled wherever possible and no key risk is inadvertently left out.
The discussions of the quarterly IRC are put up to the ARMC at each quarter's meeting, where the ARMC will assess the effectiveness and adequacy of the risk management and internal controls within RHT TM. This is complemented by a quarterly report provided by the internal auditor to the ARMC on their findings, together with a quarterly report from management on the actions taken to address issues which had been highlighted previously by the internal auditors. Apart from the quarterly reports by the internal auditor, the internal auditor also provides the ARMC with an annual review of the adequacy and effectiveness of the internal controls within RHT, including financial, operational compliance and information technology controls. Where there are areas for enhancements, the internal auditors would highlight them to the ARMC.
Both the ARMC and the Board also receives a quarterly letter of assurance from the CEO and CFO in relation to the quarter's and/or full year results (whichever is applicable). The letter provides assurance in terms of the proper maintenance of the financial records of RHT, and that the financial statements give a true and fair view of the RHT's operations and finances, and in relation to the effectiveness of RHT's risk management and internal control systems.
After assessing the internal risk management framework that is in place, as well as the quarterly reports from the IRC and internal auditor, coupled with the annual assessment done by the internal auditor and external auditor, it enables the ARMC and Board to be in a position to comment on the adequacy of the internal controls of RHT.
For FY2015, based on ARMC's review of the internal risk management framework and internal controls which the management of RHT TM has put in place, the creation of an IRC to continuously monitor the risks affecting RHT and evaluate the efficacy of the internal process, as well as the reports from the internal auditor and external auditor, the Board with the concurrence of the ARMC, is of the opinion, that RHT has in place reasonable, adequate and effective risk management and internal controls including financial, operational, compliance and information technology controls.
However, the Board notes that the risk management structure which the Trustee-Manager has been put in place cannot provide absolute assurance that RHT will not be affected by any event that may be foreseen as well as poor judgements and decision making, human errors, frauds and other irregularities.
In connection with the acquisition of the Mohali Clinical Establishment which was completed on 7 May 2014, a Hospital and Medical Services Agreement ("HMSA") was signed with Fortis Healthcare Limited ("Fortis"), the controlling unitholder of RHT to provide healthcare services to the patients at the Fortis Hospital, Mohali. The HMSA for the Mohali Clinical Establishment provided for a Base Service Fee of S$3.683 million (including the non-recurring Base Service Fee) per annum commencing FY2015, with an increase of 3% every year. Under the HMSA, there is a non-recurring Base Service Fee of S$0.83 million for the first year from the effective date of the HMSA, and S$0.5 million3 for the second year from the HMSA. This non-recurring Base Fee is to cater for the stabilisation required for the new oncology block, which is expected to take approximately 3 years.
Together with the acquisition of the Mohali Clinical Establishment, RHT had on 7 May 2014 entered into a business transfer agreement ("Business Transfer Agreement") Fortis, for the purchase of certain of its business undertakings at the Mohali Clinical Establishment, relating to the provision of out-patient rehabilitation and consultation services and day care services and radiology and imaging diagnostic services (together, the "Clinical Establishment Business"), and a deed of sale ("Asset Transfer Deed") with Fortis for the purchase of its immovable plant and machinery ("Plant and Machinery") at the Mohali Clinical Establishment ("P&M Acquisition"). The consideration paid for the Business Transfer Agreement was S$0.8 million3 and the Asset Transfer Deed was S$2.3 million3.
A Variable Fee is also payable by Fortis under the HMSA, which is 7.5% of the Operating Income of Fortis from the operation of the Mohali Clinical Establishment.
There were material contracts subsisting at the end of FY2015, which were entered into between RHT Group and Fortis at the time of the listing of RHT on the SGX-ST. These material contracts are summarised within the section "Exempted Agreements" in the RHT IPO prospectus which can be found on the RHT's website www.religarehealthtrust.com. These exempted agreements were deemed to have been specifically approved by unitholders upon their subscription for the units of RHT at the time of the initial public offering of RHT.
3Using the exchange rate of INR47.55 = 1 SGD as at 31 March 2014 applied in the Circular to Unitholders dated 10 April 2014.
Principle 14: Companies should treat all shareholders fairly and equitably, and should recognise, protect and facilitate the exercise of shareholders' rights and continually review and update such governance arrangements.
Principle 15: Companies should actively engage their shareholders and put in place an investor relations policy to promote regular, effective and fair communication with shareholders.
Principle 16: Companies should encourage greater shareholder participation at general meetings of shareholders, and allow shareholders the opportunity to communicate their views on various matters affecting the company.
The Trustee-Manager ensures that material information is disseminated to unitholders on an accurate and timely basis, with full and complete information to enable unitholders to make form their investment decisions. Our announcements are all disseminated via the SGXNET and the RHT website, www.religarehealthtrust.com. Where necessary, the announcements may also be placed in the local newspapers. There is no selective disclosure of information in order to ensure that there is a level playing field.
Every quarter, after the release of our financial results, or when there are announcements on material corporate actions, the Trustee-Manager will hold both analyst briefings as well as investor conference calls. The analyst briefings facilitate research coverage on RHT, which in turn bodes well for the investment community as they are able to obtain more independent analysis from the analysts. The investor calls are an opportunity for investors to hear directly from the management, as well as to have their questions addressed directly by the management.
The management participates actively in investor conferences which are held in different locations throughout the year, and embark on dedicated non-deal roadshows. By reaching out to investors through such means enables the management to obtain direct feedback from investors or analysts. The Board is in turned briefed each quarter by management on the conferences and investors meetings which had been held, in order for them to understand the investors' concerns.
Whenever a unitholders' meeting is to be held, the notice will be disseminated to each unitholder together with the circular and/or report, as well as published in the local newspapers and via SGXNET. Should any unitholder not be able to attend the meeting, he is allowed to appoint up to two proxies to vote on his behalf at the meeting. Where there are separate issues to be put forth for unitholders' approval at the general meetings, such resolutions are separate and not bundled together, unless the resolutions are interdependent and form one significant proposal.
We had one annual general meeting and one extraordinary general meeting in FY2015, whereby the full Board of Directors was present. The external auditor was also present to address unitholders' queries regarding the conduct of audit, preparation and content of the auditors' report. Our company secretary had prepared the minutes of the annual general meeting, which included relevant comments or questions from unitholders, and the minutes is available for unitholders upon request. In the annual general meeting, the voting was conducted by way of a poll in order to promote greater transparency and allow exact and definitive results at the general meeting. The detailed results of the annual general meeting, which included the number of votes cast for and against each resolution, was disclosed via the SGXNET.
It is RHT TM's internal policy that (i) an officer of the Trustee-Manager should not deal in RHT's units on short term considerations; (ii) the Trustee-Manager and its officers should not deal in RHT's units during the period commencing two weeks before the announcement of RHT's quarterly financial results, and one month commencing before the announcement of RHT's fourth quarter and full year results. Reminders are sent to the Board of Directors as well as the staff of RHT TM when such blackout periods for trading in RHT's units commence.
At any point in time, when any of the Directors or officers are in possession of confidential and price sensitive information, they are also reminded not to trade in the units of RHT, and to be mindful of the laws relating to insider trading at all times.
The Board of Directors of RHT TM are responsible for safeguarding the interests of the unitholders of RHT as a whole and managing the business of RHT. RHT TM is also required to act in the best interests of all the unitholders of RHT as a whole, and give priority to the interests of all unitholders of RHT over its own interests in the event of a conflict between the interests of all unitholders as a whole and its own interests. The Trustee-Manager has put in place policies and practice in the management and governance of RHT, in order to ensure that RHT is managed in the interests of its unitholders. The policies and practices include ensuring that:
The main objective of the ARMC shall be to assist the Board in fulfilling its responsibilities as the board of the trustee-manager of RHT. In pursuance of this goal, the ARMC shall:
Roles and Function
The duties and functions of the ARMC shall include the following:
Risk Management and Internal Controls
Internal & External Audit Processes
Interested Person Transactions and Conflicts of Interest
Other areas of responsibility of the ARMC include:
The ARMC's roles and responsibilities will also include the following:
The main objective of the NC shall be to make recommendations to the Board on all Board appointments. The NC shall decide how the Board's performance is to be evaluated and develop objective performance criteria which address how the Board has enhanced long-term Unitholders' value. It shall also implement a process for assessing the effectiveness of the Board as a whole and for assessing the contribution of each individual Director to the effectiveness of the Board. The Chairman will review the results of the performance evaluation of the Board, and where appropriate, propose new members to be appointed to the Board of Directors or seek the resignation of Directors, in consultation with the NC.
Roles and Function
The duties and functions of the NC shall include the following:
The primary objective of the RC is to recommend to the Board a framework and specific remuneration package for the Directors and the chief executive officer of RHT TM.
With regard to remuneration, the RC will review the framework of remuneration and the specific remuneration packages for the Directors and the key executive officers of the Trustee-Manager. The RC shall cover all aspects of remuneration, including but not limited to directors' fees, salaries, allowances, bonuses, options and benefits in kind.
Roles and Functions
The duties and functions of the RC are as follows:
The main objective of the Executive Committee shall be to assist the Board in fulfilling certain of its responsibilities as the board of the trustee-manager of Religare Health Trust ("RHT"). The purpose of the Executive Committee is to execute the business plan and manage the day to day affairs of RHT and its subsidiaries, jointly-controlled entities and associated companies (collectively, the "RHT Group" and each a "RHT Group Entity").
Roles and Functions
And other major appointments over the last 3 years
|Name of Director||Current Directorships and other major appointments||Past appointments over the last 3 years|
|Gurpreet Singh Dhillon||
|Eng Meng Leong||
|Sydney Michael Hwang||
|Dr Yogendra Nath Mathur||
|Peter Joseph Seymour Rowe||
* Chairman of the Managed Investments Scheme Compliance Committees