A strong, independent and effective Board is the critical part of our governance framework. The Board leads and provides insights to management, sets strategy and risk appetite proposed by management, and monitors business progress against agreed business targets. In its oversight on management, the Board is supported by the checks and balances via risk management and internal controls, internal and external audit, and oversights by Trustee and SFC.
Currently, there are 12 Board members comprising 2 Executive Directors who are the Chief Executive Officer and the Chief Financial Officer, 1 Non-Executive Director, and 9 Independent Non-Executive Directors.
Please click here for the biographies of our Directors.
Board Diversity
Board diversity encompasses not only gender, ethnicity or age but also business experience, skill-sets, knowledge and professional expertise that are relevant and critical to the long term success of Link REIT. A balanced and diversified Board brings a broad range of views which helps discussion and critical decision-making, and balances against “group thinking”. Assisted by the Nomination Committee, the Board reviews annually the Board Diversity Policy of Link REIT and monitors progress towards diversity.
Please click here for the Board Diversity Policy.
High Degree of Independence
Independent Non-Executive Directors bring constructive analysis and critical judgement on management proposals, scrutinise performance in meeting business goals, and monitor risks and compliance.
9 out of the 12 current Board members are Independent Non-Executive Directors. Our Board and all Board Committees are chaired by Independent Non-Executive Directors. Independent Non-Executive Directors are also in majority in our Finance and Investment Committee and Nomination Committee.
The Corporate Governance Policy of the Manager specifically mandates that:
- Independent Non-Executive Director cannot serve beyond nine years;
- Independent Non-Executive Director can only re-join the Board three years after last stepping down; and
- Our Audit and Risk Management Committee and Remuneration Committee can consist of Independent Non-Executive Directors only.
Assessment of independence of Independent Non-Executive Directors is carried out before each appointment, annually, and at any other time when circumstances warrant re-consideration. Our assessment of independence of an Independent Non-Executive Director is based on the independence criteria set out in the Corporate Governance Policy of the Manager which is modelled on the independence guidelines of the Listing Rules. We also reference major proxy advisors’ voting recommendations/guidelines in approaching the issue of Independent Non-Executive Director’s independence.
Our Board leads the corporate strategy and direction and has the overall responsibility on the business and performance of Link REIT. Assisted by the Board Committees, it supervises and monitors the performance of management, scrutinises internal control, risk management and governance functions, approves major financial and business decisions, and reviews the overall performance of Link REIT. Its powers are governed by the Manager’s articles of association and the Compliance Manual.
Independent Non-Executive Chairman
- Leading the Board and ensuring its effectiveness
- Maintaining corporate reputation and character
- Developing and leading on strategic issues and corporate governance
- Undertaking performance management of the Chief Executive Officer
Executive Director
- Developing, driving and delivering performance against business plans agreed by the Board
- Working together with the Board Chairman to develop the business strategy of Link REIT for recommendation to the Board
- Supervising the management team to ensure that Link REIT is being operated in accordance with stated strategies, policies and regulations
- Driving business growth and developments
- Developing relationships with Government, regulators and investors
- Spearheading the finance, capital management, risk management, business and information technology solution, and quantity surveying functions
- Assuming the role of Link REIT’s Regional Head of Mainland China region to oversee the Revenue Departments, namely Asset Management, Leasing, Property & Car Park Management, Project & Operations and Marketing
- Assisting the Chief Executive Officer in meeting investors and analysts to explain performance and operational results
Non-Executive Director
Independent Non-Executive Directors
- Overseeing Link REIT’s affairs through the Board and Board Committees
- Preparing in meetings to bring independent judgement to bear on issues of strategy, policy, performance, and standards
- Taking lead when potential conflict of interest arises
- Scrutinising management’s performance in achieving agreed corporate goals and business objectives
- Monitoring compliance and reporting
While the Board takes ultimate responsibility on corporate governance, it will delegate
part of the functions to the appropriate Board Committees, which would regularly report
their decisions and recommendations back to the Board.
The Board is assisted by four Board Committees each on specific areas with members of
each Board Committee possessing the appropriate skills and experience to perform the
required functions in each area.
Audit and Risk Management Committee
Independent
Nomination Committee
Independent
Remuneration Committee
Independent
Finance and Investment Committee
Independent
While specified functions are delegated to Board Committees and the day-to-day operations to the management team (led by the CEO), the following matters which have a critical bearing on Link are specifically reserved for consideration by the full Board:
- consideration of the Corporate Governance Policy, Board Diversity Policy, Unitholder Communication Policy, the independent views mechanism(s) available to the Board and the climate-related issues of Link;
- consideration of Link’s purpose, strategy, vision, mission and values and the corresponding alignment of its culture, and the strategic direction of Link;
- recommendation to Unitholders on any change to the Articles of Association or the provisions of the Trust Deed;
- approval of interim and final distributions, interim and annual reports and financial statements, ESG reports, circulars to Unitholders, any significant changes in accounting policy, appointment and removal of external auditor and auditor’s fees;
- approval of treasury and capital management policies, issue or buy-back of units, acquisition or disposal of assets, and property development and related activities;
- appointment or removal of the CEO and any other Directors as well as the Company Secretary;
- approval of Directors’ remuneration, directors’ and officers’ liability insurance and personnel policies;
- compliance monitoring, consideration of internal control process and risk management framework, and approval of any matter which would have a material effect on Link’s financial position, liabilities, future strategy or reputation; and
- delegation of power and authority to Board Committees.
By the Board
The Board may (on the recommendation of the Nomination Committee):
- at any time appoint any person who is willing to act as a Director, either to fill a casual vacancy or (subject to the maximum number of 14 Board members) as an addition to the existing Board members; and
- remove any Director, and in such case, the Board shall give the incumbent Director notice to that effect signed by all the other Directors.
A Director shall abstain from voting in respect of his/her own re-appointment.
By the Unitholders
Unitholders may also appoint, re-appoint or remove any Director by ordinary resolution:
- two or more registered Unitholders holding together not less than 10% of the units in issue may serve written request to the Manager which shall convene a meeting of Unitholders to consider the proposed ordinary resolution to appoint, re-appoint, or remove a Director.
- if the proposed resolution is supported by a recommendation of the Nomination Committee, the effective quorum for the relevant Unitholders’ meeting shall be two (or more) registered Unitholders holding together not less than 10% of the units in issue; otherwise, the effective quorum for the relevant Unitholders' meeting shall be two (or more) registered Unitholders holding together not less than 25% of the units in issue.
Subject to the passing of the ordinary resolution, the Trustee and the Manager shall take all necessary actions to give effect to such appointment, re-appointment or removal of Director.
Retirement by Articles of Association
The articles of association of the Manager require that:
- any Director so appointed by the Board shall retire but be eligible for re-election at the next following annual general meeting (with such Director not being taken into account in determining the number of Directors subject to retirement by rotation at such annual general meeting); and
- one-third of the Non-Executive Director/Independent Non-Executive Directors shall be subject to retirement by rotation and re-election at each annual general meeting.
The Manager’s Corporate Governance Policy further requires one-third of the Independent Non-Executive Directors to retire by rotation at each annual general meeting.
Executive Directors are not subject to retirement by rotation at annual general meeting as the Manager considers that business continuity and stability at top management level work for the long-term benefit of Link REIT. Any risk of entrenchment in office is balanced with an overwhelmingly high majority of Independent Non-Executive Directors on our Board, who has the collective power (and the Unitholders also have the same power under the Trust Deed) to remove a recalcitrant Executive Director.
Effective risk management and internal control help us grow even better and stronger
The Board is responsible for maintaining and reviewing the effectiveness of risk management and internal control systems and for determining the nature and extent of the significant risks it is willing to take in achieving its strategic objectives.
Led by the Board, Management designs procedures and implements control system for safeguarding assets against unauthorised use or disposal, maintaining proper accounting records and the reliability and usefulness of financial information used within the business or for publication, and ensuring compliance with laws and regulations affecting the business, operations and affairs of Link REIT. These procedures provide reasonable assurance but not absolute guarantee against material misstatement, errors, losses or fraud.
Three-line of Defence System
Our risk management process is guided by the Three-line of Defence System, which allows the Board to consider control issues effectively. The Board receives regular reports through the Audit and Risk Management Committee and from the risk management and the internal audit functions.
1st Line of Defence – Internal Control and Operational Management
Control and monitoring procedures over compliance and risk management have been integrated into the daily operations with clear policies and procedures, which are reviewed on a regular basis to ensure their effectiveness. Every major department has its own set of operating policies and procedures to ensure that management is operating within an established control framework. Comprehensive training to staff ensures their understanding of the control and compliance requirements.
2nd Line of Defence – Risk Management and Compliance
The Risk Management and Compliance function monitors the effectiveness of the established enterprise risk management framework. It provides guidelines to business functions to facilitate their risk management processes, support management in assessing known and emerging risks and assist in developing the respective internal controls. Any irregularities identified at the functional level will be reported to the Risk Management and Compliance team for timely rectification.
3rd Line of Defence – Internal Audit
The Internal Audit function provides an independent and objective assurance to the Audit and Risk Management Committee on whether the control environments within the business are adequate. The Internal Audit function carries out independent reviews of key business processes and controls in accordance with its annual audit plan approved by the Audit and Risk Management Committee. It periodically reports to the Committee and has regular meetings with the chairman of the Committee. Key findings and recommendations for improvement and implementation are regularly reported to the Board through the Audit and Risk Management Committee. A whistle blowing policy has been in place such that possible improprieties may be detected earlier and brought to the attention of management and the Audit and Risk Management Committee. The external auditor also reports on any control issues identified in the course of its audit work.
Roles and Responsibilities
The Board has overall accountability for Link REIT’s enterprise risk management framework and is responsible for determining the nature and impact of risks on our business and ensuring appropriate mitigating strategies are in place. Both the Audit and Risk Management Committee and Management are responsible for overseeing mitigation of risks in terms of exposure and external impacts, and ensuring the risks management processes are effective. This ensures the appropriate governance and policy decision-making is rolled down into the organisation and appropriate resources are allocated.
Transparency is vital for good corporate governance
Communications with Unitholders and Other Stakeholders
Communication with Unitholders and other stakeholders is an important component of Link REIT’s corporate governance framework. We proactively engage Unitholders and other stakeholders through effective channels to articulate the business objectives and progress of Link REIT and collect their views and suggestions.
Executive Directors together with the investor relations team hold regular meetings with institutional investors and analysts and participate in events organised by the investment community. The Board receives regular investor relations activities reports from management (which provide feedback from meetings with institutional investors, institutional and retail stockbrokers, and debt investors, analysts’ forecasts, information from research reports, and Link REIT’s unit price performance). Management also makes regular briefings to Directors at Board meetings on feedback from investors and capital market developments.
We also proactively engage the media and community interest groups to obtain their views and explain the activities of Link REIT.
Please click here for the Unitholder Communication Policy.
Reporting and Transparency
Link REIT maintains a high standard of transparency and keeps Unitholders well appraised of Link REIT’s position by providing information and developments of Link REIT in a timely manner:
- publication of interim and annual reports within three months after the corresponding financial year/period end as well as results highlights in major newspapers to broaden dissemination;
- publication of announcements (and circulars, where required) on material information or developments as required by the REIT Code, the Listing Rules and/or the SFC, or voluntarily as the Board considers appropriate; and
- publication of Link REIT’s interim and annual reports on its corporate website (Linkreit.com).
General Meeting
The Trust Deed requires Link REIT to hold an annual general meeting of Unitholders once every year. The Trust Deed and the REIT Code also require Link REIT to hold other (or extraordinary) general meetings of Unitholders in certain specified circumstances.
A general meeting of Unitholders may be convened:
- by the Trustee; or
- by the Manager; or
- by not less than two Unitholders registered as together holding not less than 10% of the units in issue, who may serve written request to the Manager to ask the Manager to convene a general meeting of Unitholders and propose resolutions for consideration at the meeting.
Notice convening the annual general meeting or other general meeting of Unitholders will be given to the Unitholders in accordance with the requirements of the Trust Deed, the REIT Code and the Listing Rules. Generally, two or more Unitholders present in person or by proxy registered as holding together not less than 10% of the units in issue shall form a quorum for the transaction of business at a general meeting but for passing a special resolution, the quorum shall be not less than 25%.
In accordance with the REIT Code and the Trust Deed, any resolution put to a general meeting of Unitholders shall be decided by poll except (as permitted by the Trust Deed and under waiver granted by the SFC) where the chairman of the meeting, in good faith, decides to allow a resolution which relates purely to a procedural and administrative matter to be decided by a show of hands given that such matter (i) is not on the agenda of the general meeting or in any supplemental circular to Unitholders; and (ii) relates to the chairman’s duties to maintain the orderly conduct of the meeting and/or allow the business of the meeting to be properly and effectively dealt with, whilst allowing all Unitholders a reasonable opportunity to express their views.
Unitholders may put forward a proposal to appoint, re-appoint or remove a Director. For details on the procedures for Unitholders to put forward such a proposal, please refer to the paragraph “Appointment, Removal and Re-appointment of Directors – By Unitholders” under Corporate Governance Framework.
Matters Required to be Decided by Special Resolution
Pursuant to the Trust Deed, each of the following matters requires specific Unitholders' approval by way of special resolution:
- disposal of any real estate forming part of the assets of Link REIT within two years from the date of acquisition (or in the case of engaging in any property development and related activities, from the date that such property development and related activities is completed);
- disposal by the Trustee of all or any of the issued share capital of the Manager;
- any increase in the maximum percentage rate or any change to the structure of the Trustee’s fee which is not provided for in the Trust Deed;
- any modification, alteration or addition to the Trust Deed, save for certain circumstances specified in the Trust Deed;
- termination or merger of Link REIT; and
- removal of the Trustee under certain circumstances.
