DIRECTORS OF THE MANAGER

The Board

The Board of Directors of the Manager (the “Board”) is responsible for the effective stewardship and control of the Manager.

This responsibility of the Board, at the minimum, includes:

• setting the objectives and goals of the Manager and AmanahRaya REIT;
• formulating and reviewing the adequacy of corporate policies and strategies, including but not limited to policies on investments, internal controls, investor relations and accounting;
• overseeing and evaluating the conduct of the Manager’s activities;
• identifying principal risks and ensuring the implementation of appropriate systems to manage these risks;
• reviewing and approving key matters such as financial results, investments and divestments, acquisitions and disposals and major capital expenditure in accordance with established policies and procedures; and
• ensuring proper succession planning is in place, including appointing, training and reviewing the remuneration and compensation for key personnel of the Manager, where appropriate.

Board Balance

The Board currently has eight (8) members, consisting of four (4) Independent Non-Executive directors and four (4) Non-Independent Non-Executive directors. This is in compliance with the requirement for at least one-third of the Board to be independent. The Manager’s Articles of Association provides that the number of directors shall be not less than two (2) and not more than nine (9).

The Chairman leads the Board and is responsible for the vision and strategic direction of the Manager. The composition of the Board is reviewed regularly to ensure that it has an appropriate mix of experience and expertise.

The roles of Chairman and Chief Operating Officer (“COO”) are separate with clear segregation of roles and responsibilities to ensure balance of power and authority. Whilst the Chairman navigates the Board and ensures that members of the Board work hand in hand with the management and encourages constructive relationship between the directors and management, the COO holds the responsibility of executing the agreed business policies and directions set by the Board as well as making operational decisions in managing AmanahRaya REIT.

Board Meetings

Board meetings are scheduled regularly at least once every quarter. The special Board meetings are also held to discuss urgent issues as and when necessary.

Access to and Supply of Information and Advice

Board members are supplied with information in a timely manner. Notices and meeting agenda together with the relevant board papers are usually circulated one (1) week prior to the scheduled Board meeting. The papers provide among others, financial and corporate information, significant operational, financial and corporate issues, performance of AmanahRaya REIT and management’s recommendations and proposals.

All directors have access to the advice and services of the Audit Committee, Legal & Compliance Department, Group Internal Audit Department, Company Secretary as well as to external independent professional advice whenever deemed necessary.

Appointment to the Board

All new nominations are assessed and approved by the entire Board in line with its policy of ensuring nominees are persons of sufficient calibre and experience.

The selection of candidates is assessed considering various factors including the objectives of AmanahRaya REIT and the Manager, the relevant experience and expertise of the candidates as well as their potential contributions. Reviews on the performance of the Board members are done informally. The renewal or replacement of Board members do not necessarily reflect their level of contributions, but will most of the times be determined by the need to align and structure the Board in accordance with the goals and directions of AmanahRaya REIT and its business.

The Board is regularly updated on developments and changes in the operating environment including revisions to accounting standards as well as laws and regulations affecting AmanahRaya REIT and/or the Manager.

Directors’ Training

The directors attend various talks and lecture series organised by regulators and professional bodies regularly to enhance their knowledge and expertise as well as to keep abreast with the relevant changes of the industry, corporate governance, laws and regulations and business environment.

Newly appointed director(s) shall attend the Mandatory Accreditation Programme organised by Bursatra Sdn Bhd within the specified period as required under the Main Market Listing Requirements of Bursa Malaysia Securities Berhad.

Committees under the Board

The Board has set up the following committees to assist in discharging its duties. The committees are:

• The Audit Committee; and
• The Investment Committee.