Commitment to SLMC's corporate governance platform is integral to supporting our strategy, protecting the interests of our shareholders and creating sustainable growth
THE COMPANY
Sim Lian – Metro Capital Pte Ltd ("SLMC" or the "Company"), as the manager of funds/trusts (the
"Portfolio"), adopts an overall corporate governance framework designed to meet best practice principles. The Company recognises that an effective corporate governance culture is fundamental to delivering strong and sustainable returns to the portfolio and the Company has an upmost obligation to act honestly, with due care and diligence, and in the best interests of shareholders/unitholders.
The Company has general powers of management over the assets of the Portfolio and its main responsibility is to manage the Portfolio's assets and liabilities in the best interests of shareholders/unitholders. The primary role of the Company is to set the strategic direction of the Portfolio and make recommendation on opportunity of property acquisition, divestment and enhancement of assets of the Portfolio.
Our Board of Directors (the "Board") provides leadership and direction for SLMC, including setting the tone in relation to good governance. The Company
's executive officers are qualified and experienced professionals. The CEO is responsible for the strategies and day to day management of the Company/Portfolio, assisted by a senior executive team.
The CEO consults the Chairman and the Board about anything they consider to be sensitive or strategic. The authorisation thresholds that control the expenditure and capital commitments that the CEO and senior executive team can make are set out in the delegations of authority document approved by the Board.
Other main functions and responsibilities of the Company include:
Using its best endeavours to ensure that the business of the Portfolio is carried out and conducted in a proper and efficient manner and to conduct all transactions with or for the Portfolio at arm's length and on normal commercial terms;
Preparing property performance reports on a regular basis;
Ensuring compliance with the principles and provisions of applicable laws, rules and regulations;
Communicating to shareholders/unitholders on a regular basis; and
Managing the Portfolio's properties and supervising the property managers who provide property management, lease management and marketing services.
THE BOARD
The Board of Directors of the Company (the "Board" or the "Directors") is responsible for adding long term value to the Portfolio and all shareholders/unitholders, the overall management of the Company and its corporate governance as well as to establish goals for the management team of the Company (the "Management").
The key roles of the Board are to:
Set the strategic business direction and risk management of the Company/Portfolio;
Set prudent internal controls to safeguard the Portfolio and shareholders' /unitholders' interest; and
Ensure that the Management discharges business leadership and demonstrates the highest quality of management with integrity and enterprise.
The Board meets regularly to review the Company's/Portfolio's key activities.
Each Director is a well-respected individual from the corporate and/or industry circles with diverse experience and network. The composition of Directors, as a group, provide the appropriate balance and mix of skills, knowledge, experience, and other aspects of diversity.
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
The positions of Chairman and Chief Executive Officer (the “CEO”) are held by two separate persons to maintain clear segregation of duties for the leadership of the Board and Management.
The Chairman and the CEO are not immediate family members. The separation of responsibilities between the Chairman and the CEO facilitates effective oversight and a clear segregation of duties and accountability.
The Chairman is responsible for leadership of the Board and for the efficient organisation and conduct of the Board.
The CEO provides leadership to the Management and keeps all Board members abreast of key developments and material transactions affecting the portfolio, financial environment and risks faced by the Company/Portfolio.
SHAREHOLDER RIGHTS AND ENGAGEMENT
The Company treats all shareholders/unitholders fairly and equitably in order to enable them to exercise their rights and have the opportunity to communicate their views on matters affecting the Company/Portfolio.
The Company upholds a strong culture of continuous disclosure and transparent communication with shareholders/unitholders.
DEALING WITH CONFLICTS OF INTEREST
The Company has instituted the following procedures to deal with potential conflict of interest issues:
The Company shall be a dedicated manager to the portfolio and will not manage any other fund which invests in the same type of properties and region as the Portfolio;
CEO and all executive officers will be employed full time and work exclusively for the Company and will not hold other executive positions in other firms; and
In respect of matters in which a Director or his associates have an interest, direct or indirect, the interested Director will abstain from voting.
