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.
TheTrustee-Manager has chosen to use the Code of Corporate Governance 2012 (“CGCode 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.
THE BOARD’S CONDUCT OF AFFAIRS
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:
(i)
the Audit & Risk Management Committee (“ARMC”);
(ii) the Nominating Committee (“NC”);
(iii) the Remuneration Committee (“RC”); and
(iv) the Executive Committee (“Exco”).
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
ANNUAL REPORT FY2015
41
Corporate
Governance Report
