This printed article is located at http://accordiagolftrust.listedcompany.com/corporate_governance.html
Accordia Golf Trust ("AGT") is a business trust constituted in Singapore by a trust deed dated 16 June 2014 as amended by the first amending and restating deed dated 21 July 2014 (the "Trust Deed"), made by Accordia Golf Trust Management Pte. Ltd., as trustee-manager of AGT (the "Trustee-Manager").
AGT is registered as a business trust under the Business Trusts Act, Chapter 31A of Singapore (the "BTA") and was listed on the Main Board of Singapore Exchange Securities Trading Limited (the "SGX-ST") on 1 August 2014 ("Listing Date"). Accordia Golf Co., Ltd. is the sponsor of AGT (the "Sponsor").
The Trustee-Manager is committed to high standards of corporate governance, business integrity and professionalism in all its activities and has adopted corporate governance practices which are in line with the Singapore Code of Corporate Governance 2012 (the "Code") throughout the financial year ended 31 March 2017. Where there are deviations from the Code, appropriate explanations have been provided. The Trustee-Manager also ensures that all applicable laws, rules and regulations including the Securities and Futures Act, Chapter 289 of Singapore (the "SFA"), the listing manual of the SGX-ST (the Listing Manual") and the BTA including the relevant regulations thereunder, are duly complied with.
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 is responsible for the overall corporate governance of the Trustee-Manager. The Board oversees the Trustee-Manager's affairs and is accountable to Unitholders for the management of the Trustee-Manager, including establishing goals for the Management, monitoring the performance of the Trustee-Manager and overseeing the Management in order to monitor the achievement of these goals.
The Board meets regularly to review AGT's business activities and strategies and to provide entrepreneurial guidance and strategic business direction. Such regular reviews are also aimed at ensuring adherence to the Trust Deed and compliance with any applicable laws, rules, regulations, guidelines and policies.
The Board is also responsible for the risk management of AGT. All Board members participate in matters relating to corporate governance, business operations and risks, financial performance, and the nomination and review of directors of the Trustee-Manager ("Directors").
The Board has established a framework for the management of the Trustee–Manager and AGT, including a system of internal controls and a business risk management process, which enables risks to be assessed and managed.
The key roles of the Board are to:
The Board is supported by two committees namely (1) Audit and Risk Committee and (2) Remuneration Committee. These committees function within clearly defined terms of reference.
The Trustee-Manager has adopted a framework of delegated authorisations that has been approved by the Board. The framework sets out the level of authorisation and their respective approval limits for business activities, including but not limited to, investments and divestments, capital expenditures and bank borrowings as well as arrangements in relation to cheque signatories. In addition, sub-limits are also delegated to various management levels to facilitate operational efficiency. Activities and matters which are specifically reserved for the Board's approval, such as acquisition and disposal of assets, financial statements, annual budget, investment proposals and funding, opening and closing of bank accounts, are also clearly set out in the framework.
Each Director acts honestly, with due care and diligence, and in the best interests of AGT. The Board meets regularly, at least once every quarter, to review the business performance and outlook of AGT, as well as to deliberate on business strategy, including any significant acquisitions, disposals, fund raising and development projects of AGT. All Board meetings are scheduled in advance and ad-hoc meetings are convened as and when warranted, when particular circumstances come to the Board's attention.
The number of meetings of the Board and the Board Committees during the year ended 31 March 2017 as well as the attendance of the Directors, are as follows:
The Trustee-Manager's Constitution permits Board meetings to be held by way of telephone or videoconference or other methods of simultaneous communication by electronic or telegraphic means.
As part of continuous training, Directors will, from time to time, receive updates and briefing from professional advisors, auditors and Management on relevant practices, new rules and regulations, corporate governance, changes in accounting standards and risk management issues applicable or relevant to the performance of their duties and responsibilities as Directors. The Directors are encouraged to attend training courses from the Singapore Institute of Directors and any other relevant training programmes, so as to keep up-to-date with changes to financial, legal and regulatory requirements and the business environment. The Directors have attended courses on Boardroom Evaluation, Financial Reporting, Listed Company Directorship, Audit Committee, Risk Management, Investor and Media Relations. The cost of arranging and funding of the training of the Directors are borne by the Trustee-Manager. In an effort to familiarise the Directors with the business and operations of AGT Group, a visit to several of the Initial Portfolio golf courses was also conducted and they include Central Golf Club, Tsuchiura Country Club, Central Golf Club New Course, Koryo Country Club, Kitsuregawa Country Club, Minagawajo Country Club, Ohiradai Country Club, Hanao Country Club, Kamogawa Country Club, Aqualine Golf Club, Daiatsugi Country Club Hon Course, Daiatsugi Country Club Sakura Course, Northern Country Club Nishikigahara Golf Course, Tokyowan Country Club, Sainomori Country Club, Myogi Country Club, Midono Country Club, Twin Lakes Country Club, Village Higashi Karuizawa Golf Club, Mishima Country Club, Ashitaka Six Hundred Club, Onuma Lake Golf Club and Tarumae Country Club. Meetings between the management of the abovementioned golf courses and the Directors were also arranged so that the Directors can better understand the issues faced on the ground.
On 27 September 2016, Mr Toshikatsu Makishima was appointed to the Board to replace Mr Takuya Nagano who resigned as director due to a job reassignment by the nominating shareholder of the Trustee- Manager. The Trustee-Manager issues a formal letter of appointment setting out the Director's duties and responsibilities. Such letter has been issued to the newly appointed director, Mr Toshikatsu Makishima.
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 groups of individuals should be allowed to dominate the Board's decision making.
Section 14(2) of the BTA (read with Regulation 12 of the Business Trusts Regulations 2005 ("BTR")) states that the board of a trustee-manager should consist of:
In addition to compliance with the BTA and BTR requirements, Board composition has been, and will continue to be, based on merit that complements and expands the skills, experience and expertise of the Board as a whole, taking into account the following principles:
The Board comprises five Directors, of whom three are independent and non-executive. Accordingly, more than half of the Board is made up of Independent Directors. The Chairman of the Board is Mr Khoo Kee Cheok.
The Board has conducted an annual review of the independence of the Independent Directors and has deemed them to be independent for the purposes of the BTA and Regulation 12 of the BTR. Each of Mr Khoo Kee Cheok, Mr Chong Teck Sin and Mr Hitoshi Kumagai is independent from Management and business relationships with the Trustee-Manager, and independent from every substantial shareholder of the Trustee-Manager. All the Independent Directors are able to exercise independent judgement on the business activities of AGT. None of the Independent Directors have served beyond nine years.
Throughout the year, the composition of the Board complied with the BTR and also satisfied the Code's guidelines that there should be a strong and independent element on the Board, with at least one-third of the Board comprising Independent Directors. This enables Management to benefit from the external, diverse and objective perspectives of the Independent Directors when deliberating on issues that are brought before the Board. It also enables the Board to interact and work with Management through a robust exchange of ideas and views to help shape the strategic process.
As at 31 March 2017, the Directors were:
Mr Khoo Kee Cheok (Chairman)
Mr Chong Teck Sin
Mr Hitoshi Kumagai
Mr Yoshihiko Machida (Chief Executive Officer)
Mr Toshikatsu Makishima (Chief Operating Officer)
The Board is of the view that the present Board size of five members is appropriate to provide for effective decision-making, taking into account the nature and scope of AGT's operations. Given the diverse qualifications, background, experience and profile of the Independent Directors, the Board collectively possesses core competencies in areas such as accounting and finance, regulatory matters, risk management, business and management experience and also industry specific knowledge. As such, the Board is of the opinion that the current Board appropriately balances and retains a diversity of the relevant skills, experience and expertise for effective management of the Trustee-Manager and AGT.
There were no alternate Directors appointed during the year.
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 considerable concentration of power.
To maintain an appropriate balance of authority, increased accountability and to ensure efficient decisionmaking, the roles and responsibilities of the Chairman and Chief Executive Officer are held by separate individuals. The Board Chairman is Mr Khoo Kee Cheok, an Independent Non-Executive Director. The Chief Executive Officer is Mr Yoshihiko Machida, who is an Executive Director. The Chairman and the Chief Executive Officer are not related to each other.
There is a clear division of responsibilities between the Chairman and the Chief Executive Officer. As the Chairman, Mr Khoo Kee Cheok is responsible for leading and overseeing the Board to ensure that it acts in the best interests of AGT and that the Board meetings are planned and conducted effectively. The Chairman is responsible for setting the agenda for each Board meeting in consultation with the Chief Executive Officer, taking into account where appropriate, matters proposed by the Directors, and ensuring that the Directors receive complete, adequate and timely information. The Chairman is also responsible for encouraging constructive debate between the Board and Management on strategy, business operations and other plans, as well as ensuring that they work together with integrity and competency. The Board, under the leadership of the Chairman, also ensures effective communication with Unitholders and promotes a high standard of corporate governance. The Chairman also ensures that Board meetings are held regularly and on an ad-hoc basis where required.
The Chief Executive Officer, Mr Yoshihiko Machida, is an Executive Director with full executive responsibilities over the business directions and operational decisions of AGT. As Chief Executive Officer, he leads the other members of Management in meeting the stated strategic and operational objectives of AGT and is responsible for planning the future strategic development and day-to-day operations of the Trustee-Manager and AGT, as well as analysing the performance of the golf courses held by AGT and developing the internal and external growth strategies. He also ensures the quality and timeliness of the flow of information between Management and the Board.
There should be a formal and transparent process for the appointment and re-appointment of directors to the Board.
Due to the nature and scale of its existing operations, the Trustee-Manager does not consider it necessary for the Board to establish a separate nominating committee. The Trustee-Manager, and not AGT, appoints all the Directors.
The Board performs the functions that a nominating committee would otherwise have performed. It administers nomination to the Board, reviews the structure, size, competence, experience and composition of the Board. In addition, the Board reviews the independence of the Directors. The Board also retains responsibility for identifying, reviewing and appointing suitable new candidates to join the Board as Directors. In reviewing and recommending the appointment of new Directors, the Board takes into consideration the current Board mix and size, the suitability of the proposed candidate based on key attributes such as commitment, competency and integrity as well as the candidate's ability to carry out his/her duties as a Director. The search for candidates to be appointed as new Board members will be conducted through a broad network of recommendations and contacts.
All candidates will be carefully evaluated by the Board to ensure that recommendations are well supported and objective.
The Board also identifies candidates to fill vacancies on the Board as and when the need arises. Renewals or replacement of Board members do not necessarily reflect their contributions to date, but may be driven by the need to re-position and align the Board with the needs of the Trustee-Manager, AGT and its business.
The Constitution of the Trustee-Manager was amended on 28 July 2016 so that, all the Directors shall be up for re-nomination and re-election at every annual general meeting of the Trustee-Manager.
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.
The Board had put in place a formal process to annually assess the performance and effectiveness of the Board as a whole. The Board members are provided with a set of questions, setting out the salient recommendations from the Code, which is designed to seek their views on the various aspects of the Board. The Board members will then gather to discuss their views on the various aspects of the Board and improvements made to areas where the Board views to be necessary to improve the overall effectiveness of the Board. The performance criteria for the evaluation covers amongst other criteria, the composition, structure, processes, access to information, corporate strategy, internal controls, risk management and standard of conduct of the Board. The evaluation for the financial year ended 31 March 2017 confirmed that the Board and its Board Committees were generally functioning effectively during the year.
While the Code recommends that the Directors be assessed individually, the Board felt that it is more appropriate and effective to assess the Board as a whole, bearing in mind that each Board member contributes in different ways to the success of the Trustee-Manager.
In determining whether each Director is able to devote sufficient time to discharge his or her duties, the Board will take cognizance of the requirements under the Code, but its assessment will not be restricted only to the number of board representations of each Director and their respective principal commitments per se. The contributions by each Director to and during Board and Board committee meetings, as well as their attendance at such meetings, are also taken into account. Although the Directors have other principal commitments, the Board is of the view that the individual Directors have devoted sufficient time and attention towards the discharge of their responsibilities as Directors and towards the affair of AGT and Trustee-Manager for the year ended 31 March 2017. The Board will continue to review from time to time the board representations and other principal commitments of each Director to ensure that the Directors continue to meet the demands of the Trustee-Manager and AGT, and are able to discharge their duties and responsibilities adequately. The Board is satisfied that all Directors have discharged their duties adequately for the financial year ended 31 March 2017.
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 informed decisions to discharge their duties and responsibilities.
Management endeavours to provide the Board with complete, adequate and timely information prior to Board meetings and as and when the need arises, in order to allow the Board to make informed decisions to discharge its duties and responsibilities.
Board meetings for each quarter are scheduled in advance to facilitate Directors' individual administrative arrangements in respect of ongoing commitments. Whenever warranted, ad-hoc Board meetings are held. As a general rule, agenda for the meetings are circulated seven days in advance of each meeting. As a best practice, Management also tries to circulate other Board papers prior to the meeting, including background or explanatory information regarding the agenda items, so as to enable the Directors to make informed decisions. Such information includes minutes of the previous meetings as well as financial and operational matters requiring the Board's attention or approval.
Management provides complete, adequate and timely information to the Board on the affairs and issues of AGT that require the Board's decision as well as ongoing reports relating to the financial and operational performance of AGT.
Timely communication with members of the Board is effected through electronic means which include electronic mail, teleconferencing and video conferencing. Informal meetings are also held for Management to brief Directors on developments and policy changes or adoption in the early stages before formal Board approval is sought.
Management keeps Board members abreast of key developments affecting AGT as well as material transactions so that the Board is kept fully aware of the affairs of AGT.
All Directors have separate and independent access to Management, the Company Secretaries, as well as the internal and external auditors at all times. At least one Company Secretary (and/or his/her authorised designates) attends all Board meetings and ensures that all Board procedures are followed. The Company Secretaries also attend to corporate secretarial administration matters. The appointment and removal of the Company Secretaries is a matter for the Board to decide as a whole.
The Trustee-Manager has in place procedures to enable Directors, whether as a group or individually, to obtain independent professional advice, as and when necessary, in furtherance of their duties. The appointment of such independent professional advisers is subject to approval by the Board. Any expenses and costs associated thereto will be borne by the Trustee-Manager.
The Audit and Risk Committee also meets the internal and external auditors separately at least once a year without the Management being present.
There should be a formal and transparent procedure for developing policy on executive remuneration and for fixing the remuneration packages of individual directors. No director should be involved in deciding his own remuneration.
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.
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 management personnel, and performance.
After careful consideration and to ensure that the remuneration policy for the key management personnel of the Trustee-Manager is competitive and attractive enough to attract, motivate and retain good quality employees, the Board had on 10 May 2016 established a Remuneration Committee to assist the Board in the discussion and recommendation for matters relating to executive remuneration and similar issues.
The Remuneration Committee comprises the three independent directors as members with Mr Hitoshi Kumagai as Chairman of the Committee. The members of the Remuneration Committee are Mr Khoo Kee Cheok and Mr Chong Teck Sin. The Remuneration Committee held its first meeting on 26 May 2016.
The Remuneration Committee is guided by a set of written rules known as the Remuneration Committee terms of reference that has been approved by the Board. The Remuneration Committee will review and make recommendations on the remuneration packages of the Executive Directors and key management personnel of the Trustee-Manager.
All Directors' fees and remuneration of the employees, including the executive officers of the Trustee- Manager ("Executive Officers") are paid by the Trustee-Manager out of the management fees paid by AGT to the Trustee-Manager.
Independent Directors receive a fixed annual fee payable quarterly in arrears for their Board and Board committee membership. It is considered that the remuneration of the Independent Directors is appropriate for their level of contribution, taking into account their responsibilities and time spent. The Directors' fees are subject to approval by the shareholders of the Trustee-Manager.
The remuneration policy adopted by the Trustee-Manager has regard to the objective of attracting, rewarding and retaining performing staff. Staff remuneration comprises a fixed component in the form of basic salary and a variable component in the form of bonuses. Variable bonus is pegged to the performance of the individual and the performance of AGT. This clearly aligns staff remuneration with the long-term interests of the Unitholders. There are currently no option schemes or other long-term incentive schemes in place in relation to AGT and there are also no existing or proposed service agreements entered into by the Directors or Executive Officers with the Trustee-Manager that provide for benefits upon termination or retirement, or post-employment. No compensation is payable to any Director or Executive Officer in the form of option in units or pursuant to any bonus or profit-sharing plan or any other profit-linked agreement or arrangement under the service contracts.
The fees and remuneration paid to the Directors and key management personnel of the Trustee-Manager are set out below:
The Trustee-Manager believes that it may not be in the interest of the Company to disclose the remuneration of the directors and key management personnel as recommended by the Code as such disclosure may affect its ability to retain talent.
The total remuneration paid to the key management personnel for the financial year ended 31 March 2017 was approximately S$1,300,000.
There are no employees of the Trustee-Manager, AGT and its subsidiary who are immediate family members of the Directors or the Chief Executive Officer and whose remuneration exceeds S$50,000 during the financial year ended 31 March 2017.
The Board should present a balanced and understandable assessment of the company's performance, position and prospects.
The Trustee-Manager provides Unitholders with quarterly and annual financial statements within the timeframe set out in the Listing Manual. In doing so, the Board also aims to provide Unitholders with a balanced, clear and understandable assessment of AGT's performance, position and prospects. In order to achieve this, Management provides the Board with management accounts on a quarterly basis and such explanation and information as any Director may require, to enable the Directors to keep abreast, and make a balanced and informed assessment of AGT's performance, position and prospects.
Price-sensitive information and reports are further disseminated to Unitholders through announcements via SGXNET and press releases. This Annual Report to Unitholders is sent to all Unitholders and made available on SGXNET and AGT's corporate website.
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 Unitholders' interests and the 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 Board has overall responsibility for the governance of risk and exercises oversight of the risk management strategy and framework. The Audit and Risk Committee provides guidance and advice on the financial reporting risk and the adequacy and effectiveness of the Trustee-Manager's internal controls.
The Trustee-Manager adopts a set of Risk Management Rules which sets out the basic rules and guidelines for managing risks in an integrated, systematic and consistent manner so as to achieve the business objectives of AGT as part of its risk management strategy and framework.
As part of its overall risk management, Management, amongst other things, undertakes and performs risk and control assessment using a risk control matrix which also serves as a risk register which identifies the material risks it faces and the corresponding internal controls in place to manage or mitigate those risks. For the financial year ended 31 March 2017, the Trustee-Manager has reviewed AGT's financial, operational, compliance and information technology risks. These risks are prioritised based on their relative importance or implications for AGT should such risks materialise. The material risks are analysed and discussed by the Audit and Risk Committee and reported to the Board whereas other risks are managed at the Management level and reported to the Board only on an exceptional basis. The risk assessment is conducted quarterly. The risk register is reported to the Audit and Risk Committee quarterly for review.
Internal auditors conduct audits that involve testing the effectiveness of the material internal control systems by the Trustee-Manager and AGT and addressing financial, operational, compliance and information technology risks, including testing, where practical, material internal controls in areas managed by external service providers.
Any material non-compliance or lapses in internal controls together with corrective measures recommended by internal auditors are reported to and reviewed by the Audit and Risk Committee. The adequacy and effectiveness of the measures taken by the Trustee-Manager in response to the recommendations made by the internal and external auditors are also monitored and reviewed by the Audit and Risk Committee.
The Trustee-Manager has also instituted/established the following:
Opinion of the Board on Risk Management and Internal Controls
The Board has received assurance from the Chief Executive Officer and Chief Financial Officer that (1) the Group's financial records have been properly maintained and the financial statements give a true and fair view of AGT's operations and finance and (2) the risk management and internal control systems in place within the Group are adequate and effective in addressing the material risks in the Group in its current business environment including material financial, operational, compliance and information technology risks.
The Board, with the concurrence of the Audit and Risk Committee, is of the opinion that Trustee- Manager's existing internal controls are adequate and effective as at 31 March 2017 to address material financial, operational, compliance and information technology risks of AGT, based on the risk management and internal controls framework established and maintained by Trustee-Manager, work performed by both internal and external auditors as well as reviews performed by Management and the Audit and Risk Committee.
The Board believes that the existing risk management and internal controls framework provides reasonable, but not absolute, assurance that AGT and the Trustee-Manager will not be adversely affected by any event that could be reasonably foreseen as the Trustee-Manager works to achieve AGT's business objectives. All systems on risk management and internal controls contain inherent limitations and no system can provide absolute assurance against the occurrence of material errors, poor judgement in decision-making, human error losses, fraud or other irregularities. The Board notes that the objective of an internal control system is to manage rather than eliminate the risk of failure.
The Board should establish an Audit Committee with written terms of reference which clearly set out its authority and duties.
The Audit and Risk Committee comprises three members, all of whom are Independent Directors and appropriately qualified with the relevant business, accounting and financial management experience and skills to discharge their responsibilities. None of the Audit Committee members were previous partners or directors of AGT's external auditor, Deloitte & Touche LLP, within the last twelve months or hold any financial interest in the external auditor. As at 31 March 2017, the members of the Audit and Risk Committee are:
Mr Chong Teck Sin (Chairman)
Mr Khoo Kee Cheok
Mr Hitoshi Kumagai
The Audit and Risk Committee functions independently of the Executive Officers and the other Directors who are not members of the Audit and Risk Committee. Management is required to provide their fullest co-operation in providing information and resources, and in implementing or carrying out all requests made by the Audit and Risk Committee. The Audit and Risk Committee has direct access to the internal and external auditors and full discretion to invite any Director or Executive Officer to attend its meetings. Similarly, both the internal and external auditors are given unrestricted access to the Audit and Risk Committee.
The Audit and Risk Committee is regulated by a set of written rules known as the Audit and Risk Committee Terms of Reference that has been endorsed by the Board. The principal responsibilities of the Audit and Risk Committee include:
The Audit and Risk Committee is briefed and updated by external auditors on relevant changes to accounting standards and issues that have direct impact on financial statements during each of the meetings. During the financial year under review, the Audit and Risk Committee also held meetings with the external auditors and internal auditors without the presence of Management.
In performing its function for the financial year ended 31 March 2017, the Audit and Risk Committee:
The total fees paid to the external auditor, Deloitte & Touche LLP, are disclosed in the table below:
AGT has complied with the requirement of Rules 712 and 715 of the Listing Manual in relation to the appointment of its external auditors.
Deloitte & Touche LLP, the retiring external auditor, has served as external auditor of AGT since the constitution of AGT. The Board of Directors received a letter of nomination from the Sponsor nominating PricewaterhouseCoopers LLP ("PwC") as external auditors of AGT in place of the retiring external auditors at the forthcoming Annual General Meeting (Letter of Nomination"). The Sponsor will not be reappointing the retiring external auditors, Deloitte & Touche LLP, as the Sponsor's external auditors and will instead be appointing PwC as the Sponsor's external auditors for the financial year ending 31 March 2018. In view of the Letter of Nomination, the Audit and Risk Committee considered the request and is of the view that a change in external auditors at this point would be timely. The Audit and Risk Committee is of the view that it would be prudent to remain aligned with the Sponsor by appointing PwC as the external auditors of AGT. The Audit and Risk Committee is also of the view that a change in external auditors would enable AGT to benefit from a fresh perspective and the views of another professional firm. The Audit and Risk Committee, accordingly, recommended to the Board the appointment of PwC, in place of Deloitte & Touche LLP. The Board has accepted the Audit and Risk Committee's recommendation subject to the approval of the Unitholders at the forthcoming Annual General Meeting.
The Board has taken into account the Audit and Risk Committee's recommendation, and has considered factors such as the adequacy of the resources and experience of PwC and the persons to be assigned to the audit, PwC's audit engagements, the size and complexity of PwC and its subsidiaries, and the number and experience of PwC's supervisory and professional staff to be assigned to the audit, and is satisfied that PwC will be able to meet the audit requirements of AGT. Accordingly, the Board recommends the appointment of PwC as the external auditor of AGT in place of the retiring auditor, Deloitte & Touche LLP. The resolution will be put forth for Unitholders' approval in the coming Annual General Meeting to be held on 26 July 2017.
The Trustee-Manager has put in place a whistle-blowing policy and has implemented relevant procedures, as approved by the Audit and Risk Committee and adopted by the Board to provide an avenue through which employees and external parties alike may raise, in good faith and in confidence, any concerns about possible improprieties in matters of financial reporting or other matters to the Audit and Risk Committee and that there will be independent investigation and appropriate follow-up actions taken.
Concerns about possible improprieties may be raised either in person or in writing by emailing their concerns to firstname.lastname@example.org. Complaints may also be sent to the Trustee-Manager's registered address at 6 Shenton Way, OUE Downtown 2 #25-09, Singapore 068809 and addressed to the Audit and Risk Committee c/o Accordia Golf Trust Management Pte. Ltd.
The company should establish an effective internal audit function that is adequately resourced and independent of the activities it audits.
The internal audit function is outsourced to BDO LLP. BDO LLP adopts the Standards for the Professional Practice of Internal Auditing set by the Institute of Internal Auditors.
The internal auditors report directly to the chairman of the Audit and Risk Committee and administratively to the Chief Executive Officer. The internal auditor plans the internal audit schedules in consultation with, but independent of the Management. The audit plan is submitted to the Audit and Risk Committee for approval prior to the commencement of the internal audit work. The Audit and Risk Committee reviews the internal audit report and monitors the implementation of the improvements required on internal control weaknesses identified.
The Audit and Risk Committee is of the view that the internal auditors have adequate resources to perform its functions and have, to the best of its ability, maintained its independence from the activities that it audits. The Audit and Risk Committee also reviews the results of internal audits and Management's actions in resolving any audit issues reported.
Companies should treat all Unitholders fairly and equitably, and should recognise, protect and facilitate the exercise of Unitholders' rights, and continually review and update such governance arrangements.
Companies should actively engage their Unitholders and put in place an investor relations policy to promote regular, effective and fair communication with Unitholders.
The Trustee-Manager is committed to treating all Unitholders fairly and equitably and keeping all Unitholders and other stakeholders and analysts informed of the performance and changes in AGT or its business which would be likely to materially affect the price or value of Units, on a timely and consistent basis, so as to assist Unitholders and investors in their investment decisions.
The Trustee-Manager provides accurate and timely disclosure of material information relating to AGT by way of public releases or announcements via SGXNET and subsequently on its corporate website www.accordiagolftrust.com. The corporate website also includes contact details for investor enquiries and feedback. Enquiries and feedback are answered within three business days. Where immediate disclosure is not practicable, the relevant announcement is made as soon as possible to ensure that all stakeholders and the general public have equal access to the information.
All Unitholders are entitled to attend general meetings with the required notice given to them and they are accorded the opportunity to participate effectively and vote at general meetings. All Unitholders are also informed of the rules, including voting procedures, governing such meetings.
The Trustee-Manager has a dedicated Investor Relations Manager to facilitate all communications. Together with the Management, the Investor Relations Manager communicates with Unitholders, its stakeholders as well as analysts and brokers on a regular basis through investment conferences, non-deal roadshows, one-on-one meetings and group meetings to update AGT's strategy, performance and answer to any queries. In addition, yearly site visits are conducted for analysts to have a deeper understanding of its business.
Companies should encourage greater Unitholder participation at general meetings of Unitholders, and allow Unitholders the opportunity to communicate their views on various matters affecting the company.
The Trustee-Manager supports the principle of encouraging Unitholders' participation and voting at general meetings. General meetings will be convened at least once a year in accordance with applicable laws and regulations and all Unitholders will receive an annual report and notice of the annual general meeting prior to the annual general meeting. As and when an extraordinary general meeting is to be held, Unitholders will receive a copy of circular which contains details of the matters to be proposed for Unitholders' consideration and approval.
Notices of the general meetings are also issued via SGXNET and advertised in a major newspaper in Singapore.
At general meetings, Unitholders are encouraged to communicate their views on and discuss with the Board and the Trustee-Manager matters which they are concerned about regarding AGT. Representatives of the Trustee-Manager, Directors (including the Chairman of the Board and the chairman of the Audit and Risk Committee), the Trustee-Manager's senior management and the external auditors of AGT, would usually be present at general meetings.
To safeguard Unitholders' interests and rights, a separate resolution is proposed for each substantially separate issue at general meetings. To ensure transparency in the voting process and better reflect Unitholders' interests, voting at all general meetings are conducted by way of poll. Detailed results of the outcome are announced after the meeting via SGXNET.
Minutes of general meetings are prepared and are available to Unitholders for their inspection upon request. Unitholders will also have the opportunity to communicate their views and discuss with the Board and Management on matters affecting AGT after the general meetings.
The Trustee-Manager has the dual responsibility of safeguarding the interests of Unitholders and managing the business conducted by AGT. The Trustee-Manager has general powers of management over the business and assets of AGT and its main responsibility is to manage AGT's assets and liabilities for the benefit of the Unitholders as a whole. The Trustee-Manager is not involved in any other businesses other than managing AGT.
The Trustee-Manager will set the strategic direction of AGT and decide on the acquisition, divestment or enhancement of assets of AGT in accordance with its stated investment strategy. Additionally, the Trustee-Manager will undertake active management of AGT's assets (being the TK Interests) to enhance the performance of the portfolio. It will also undertake capital and risk management strategies in order to maintain a strong balance sheet for AGT.
The Trustee-Manager is also obliged to exercise the degree of care and diligence required of a trusteemanager of a registered business trust to comply with the applicable provisions of all relevant legislation, as well as the Listing Manual, and is responsible for ensuring compliance with the Trust Deed and all relevant contracts entered into by the Trustee-Manager on behalf of AGT.
Furthermore, the Trustee-Manager will prepare business plans on a regular basis, which may contain proposals and forecasts on net income, capital expenditure, sales and valuations, explanations of major variances to previous forecasts, written commentaries on key issues and any relevant assumptions. The purpose of these plans is to explain the performance of AGT's investments.
The Trustee-Manager, in exercising its powers and carrying out its duties as Trustee-Manager, is required to:
The Board meets regularly to review AGT's business activities and strategies pursuant to its then prevailing investment mandate. Such regular review is aimed at ensuring adherence to the Trust Deed and compliance with any applicable legislation, regulations and guidelines such that all projects are within the permitted business scope under the Trust Deed. Prior to the conduct of any significant business transaction, the Board, the Audit and Risk Committee and/or Management will have careful regard to the provisions of the Trust Deed and when in doubt, seek advice from professional advisers.
The Trustee-Manager also has the following statutory duties under the BTA:
The Trustee-Manager has adopted an internal compliance code of conduct to provide guidance to all officers of the Trustee-Manager with regard to dealings in securities of AGT (the "Code of Conduct") in compliance with Rule 1207(19) of the Listing Manual.
In general, the Code of Conduct encourages Directors and employees of the Trustee-Manager to hold Units over the long term and not to deal in such Units on short term considerations. The Code of Conduct also prohibits the Trustee-Manager, its Directors and employees from dealing in such Units:
The Directors and employees of the Trustee-Manager are expected to observe insider-trading laws at all times.
Each Director and the Chief Executive Officer is required to give notice in writing to the Trustee-Manager of, among others, particulars of his interest in Units or of changes in the number of Units which he has an interest, within two business days in Singapore after the date on which the Director or Chief Executive Officer became a director or chief executive officer of the Trustee-Manager or the date on which he acquires an interest in the Units or he becomes aware of the occurrence of the event giving rise to changes in the number of Units which he has an interest.
The Trustee-Manager is required to announce to the SGX-ST the particulars of its holdings in the Units and any changes thereto as soon as practicable and in any case no later than the end of the business day following the day on which it acquires or, as the case may be, disposes of any Units.
There are no material contracts entered into by AGT or any of its subsidiary that involve the interests of the Chief Executive Officer, any Director, any controlling Unitholder or any controlling shareholder of the Trustee-Manager, either still subsisting or entered into during FY16/17, other than, where applicable:
The Trustee-Manager has established an internal controls system to ensure that all interested person transactions:
As a general rule, the Trustee-Manager must demonstrate to its Audit and Risk Committee that such transactions satisfy the foregoing criteria. This may entail obtaining (where practicable) a quotation from a party unrelated to the Trustee-Manager.
The Trustee-Manager maintains a register to record all interested person transactions which are entered into by AGT and the bases, including any quotations from unrelated parties obtained to support such bases, on which they are entered into.
The Trustee-Manager has also incorporated into its internal audit plan, a periodic review of all interested person transactions entered into by AGT during the period under review. Further, the Audit and Risk Committee will review at least quarterly in each financial year the interested person transactions entered into during such quarterly period to ascertain that the guidelines and procedures established to monitor interested person transactions have been complied with.
Where matters concerning AGT relate to transactions entered into or to be entered into by the Trustee- Manager for and on behalf of AGT with a related party of the Trustee-Manager (which would include relevant associates thereof) or AGT, the Trustee-Manager is required to consider the terms of such transactions to satisfy itself that such transactions are conducted:
If the Trustee-Manager is to sign any contract with a related party of the Trustee-Manager or AGT, the Trustee-Manager (including the Audit and Risk Committee) will review the contract to ensure that it complies with the provisions of the Listing Manual and the BTA relating to interested person transactions (as may be amended from time to time) as well as such other guidelines as may from time to time be prescribed by the MAS and the SGX-ST to apply to business trusts.
The aggregate of transactions entered into with interested persons/parties during the financial year ended 31 March 2017 and pursuant to Rule 907 of the Listing Manual are as follows:
The fees payable to the Trustee-Manager in respect of its services to AGT are calculated based on the following:
The Trustee-Manager is entitled under the Trust Deed to receive the Trustee-Manager's fee calculated in the formula below:
The Trustee-Manager is committed to ensuring that its commercial activities are conducted in a manner that best serves our stakeholders' interests.
Steps have been taken to integrate and manage the issues of sustainability and social responsibility within the operations of the Trustee-Manager in order to minimise the impact on the environment and to ensure that there are high standards in place to safeguard the safety and welfare of all the employees.
Regular communication sessions are organised between Management and employees so that employees may provide feedback to Management and to encourage "open and timely" communication among the employees of the Trustee-Manager.
As part of the Trustee-Manager's efforts to give back to the community, the Trustee-Manager has taken part in several charity golf events like the SGX Bull Charge Charity Golf 2017 and the SICC May Day Charity 2017.
AGT is also committed to promoting green initiatives and eco-friendly programmes in the business environments and our golf courses. Some of the initiatives are: