About The Manager

Corporate Governance

RHT Health Trust (“RHT” or the “Trust”) is constituted as a business trust under the Business Trusts Act (Chapter 31A) (“BTA”) and is externally managed by RHT Health Trust Manager Pte. Ltd. (“RHT TM” or the “Trustee-Manager”). The Trustee-Manager recognises the importance of upholding high corporate governance standards which serves to safeguard the interests of Unitholders and contribute to the success of RHT. Under the BTA, the Trustee-Manager must act in the best interests of Unitholders as a whole.

The Trustee-Manager uses the Code of Corporate Governance 2012 (“CG Code 2012”) as its benchmark for best corporate governance practices and has established policies and practices with the CG Code 2012 in mind. The Trustee-Manager has also incorporated specific provisions under the Business Trusts Regulations (“BTR”) in its corporate governance framework.

The Trustee-Manager also proactively tracks and voluntarily complies with the provisions and requirements under the Code on Collective Investment Schemes issued by the Monetary Authority of Singapore (“CIS Code”). This includes the Property Funds Appendix in Appendix 6 of the CIS Code, as well as the various laws and regulations which are applicable to Capital Market Services Licence (“CMS Licence”) holders.

In this Corporate Governance Report (“CG Report”), we have described the main corporate governance policies and practices which the Trustee-Manager has established, with reference to the CG Code 2012. Any deviations from the CG Code 2012 are explained in this CG Report.

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”) plays a pivotal role in providing entrepreneurial leadership, setting the strategic direction for RHT, overseeing that necessary financial and human resources are in place, reviewing management performance, and guiding the 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 making sure that the management has an internal and risk management controls framework in place. This helps RHT to achieve its goals while taking into account the interest of its Unitholders.

A total of three Committees have been set up with their own terms of reference to assist the Board in the discharge of its duties. These three Committees are:

  1. the Audit & Risk Management Committee ("ARMC");
  2. the Nominating Committee ("NC"); and
  3. the Remuneration Committee ("RC");

The ARMC assists the Board by reviewing significant financial reporting issues and considers the report of the external auditor. The ARMC also oversees the risk management framework and policies of RHT and has oversight of the internal audit function. The NC supports the Board by evaluating and providing recommendations on the composition of the Board in terms of size, independence and skill requirements. The RC will in turn evaluate and recommend an appropriate remuneration framework to the Board. 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 or executive) are described in the Appendix to this CG Report.

The Board of Directors meet at least four times a year to review and approve the financial results of RHT as well as to receive key reports from both the external professionals such as the internal auditors, and senior management. The Board also reviews and approves, amongst others, RHT’s strategic direction, its annual budget, capital structuring, risk reports and key policies. 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 Constitution of the Trustee-Manager, Board meetings are permitted to be held via telephone conference or by means of similar communication equipment whereby all persons participating in the meeting are able to hear and/or see each other.

The names of our current Directors and details of their membership on Board Committees, number of Board and Committee meetings held for FY2018, as well as their attendance at these meetings are disclosed in the table below:

Name Board Audit and Risk Management Committee Nominating Committee Remuneration Committee
No. of meetings held No. of meetings attended No. of meetings held No. of meetings attended No. of meetings held No. of meetings attended No. of meetings held No. of meetings attended
Mr Ravi Mehrotra1 8 41 - - 1 1 - -
Mr Gurpreet Singh Dhillon 8 8 - - - - - -
Mr Pawanpreet Singh 8 8 - - - - - -
Dr Yogendra Nath Mathur 8 8 6 6 1 1 - -
Mr Sydney Michael Hwang 8 5 - - 1 1 2 2
Mr Peter Joseph Seymour Rowe 8 8 6 6 - - 2 2
Mr Eng Meng Leong 8 8 6 6 - - 2 2
Mr Vivek Mehra2 8 42 - - 1 -3 - -
  1. Mr Ravi Mehrotra resigned as Executive Director on 30 September 2017 and ceased to be the Executive Chairman of the Board and member of the NC on the same day. He was present at all Board meetings up till his resignation.
  2. Mr Vivek Mehra was appointed Independent Director, Non-executive Chairman of the Board and member of the NC on 1 October 2017. He was present at all Board meetings subsequent to his appointment.
  3. The NC meeting was held prior to Mr Vivek Mehra’s appointment to the Board.

The Trustee-Manager has formalised the following matters which are specifically reserved for decision and approval by the Board:

  1. RHT’s long term objectives, strategy and budget including internal limits on authority in relation to investments, acquisitions and disposals as well as capital expenditures
  2. Changes to RHT’s structure and capital, including new unit issuances and new material debt facilities.
  3. Financial reporting and internal risk controls, including significant changes in accounting policies, review of interested party transactions, conflict of interest situations and corporate governance arrangements.
  4. Communication with regulators or Unitholders involving matters which has been deliberated or approved by the Board.

Apart from the matters reserved specifically for the Board’s decision and approval, the Board has delegated the supervision of the day to day operations as well as the decision making over certain operational matters to the management of RHT TM in order to facilitate operational efficiency.

Newly appointed Directors to the Board of RHT TM are issued an appointment letter which spells out their duties and obligations as a Director, whereby they are required to objectively discharge their duties and responsibilities at all times as fiduciaries in the interests of RHT and RHT TM. A briefing is also conducted by senior management to provide an overview of the business of RHT as well as the key policies and Board processes. Material documents pertaining to RHT are also made available to the new Directors. First time Directors who are appointed to the Board will also be provided external training by professional providers, such as the Singapore Institute of Directors, on what they need to know as a Director of a listed company in Singapore. The Independent Directors seek to conduct a site visit to India every year where the assets of RHT are located. During the site visit, the Independent Directors also meet with the India based senior management of RHT and external professionals such as internal auditors and external auditors.

The Trustee-Manager monitors new laws, regulations and rules that are implemented, for implications on RHT and RHT TM. Where relevant, Directors are updated about the changes to existing or new rules and regulations. There have been briefings conducted during Board meetings whereby either senior management or external professionals update the Directors on new developments or where the Board deems that expert advice is required in order to formulate key decisions. In FY2018, management briefed the Board on the implementation of the Goods and Services Tax (“GST”) in India, proposed changes to the Code of Corporate Governance and Quarterly Reporting Framework, as well as the launch of the Governance Index for Trusts (“GIFT”). KPMG Services Pte. Ltd. (“KPMG”) also briefed the Board on the new Singapore Exchange Limited (“SGX”) rule which requires all listed companies in Singapore to prepare an annual Sustainability Report. Where required, the Trustee-Manager also arranges and funds the training for Directors so that they are kept abreast of any regulatory changes. Our Directors also received copies of the recent guidebooks purchased by RHT TM which were released in Singapore for the ARMC, NC and RC.

The Board has engaged KPMG to assist the Trustee-Manager with developing RHT’s inaugural Sustainability Report, which can be found on pages 45 to 64 of the Annual Report. The Board has ultimate responsibility and oversight for the Sustainability Report. Management has established a Sustainability Working Committee and a Sustainability Steering Committee, for reporting of sustainability issues to the Board on at least a quarterly basis.

BOARD'S COMPOSITION AND GUIDANCE

Principle 2: 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 group of individuals should be allowed to dominate the Board’s decision making.

There are seven Directors on the Board of RHT TM, of which a majority or five of the Directors, including the Chairman of the Board, are independent and Non-executive Directors. The remaining two Directors are Executive and Non-independent Directors.

The BTR provides that:

  1. At least a majority of the Directors shall be independent from management and business relationships1 with the Trustee- Manager;
  2. At least one-third of the Directors shall be independent from management and business relationships with the Trustee- Manager and from every substantial shareholder of the Trustee-Manager; and
  3. At least a majority of the Directors shall be independent from any single substantial shareholder2 of the Trustee-Manager.

The NC determines the independence of each Director annually, or as and when required. The NC has carried out its assessment for FY2018, and with the concurrence of the Board, considered and found Mr Vivek Mehra, Mr Sydney Michael Hwang, Mr Eng Meng Leong, Dr Yogendra Nath Mathur and Mr Peter Joseph Seymour Rowe to be independent from:

  1. the management and business relationships with the Trustee-Manager;
  2. the management and business relationships with Stellant Capital Advisory Services Private Limited (“Stellant”) (the substantial shareholder of the Trustee-Manager) and its related corporations; and
  3. Fortis Healthcare Limited (“FHL”) (the substantial shareholder of RHT) and their related corporations.

Mr Ravi Mehrotra, our former Executive Chairman, Mr Gurpreet Singh Dhillon, our Chief Executive Officer (“CEO”) and Mr Pawanpreet Singh, our Chief Financial Officer (“CFO”) are not considered to be independent under the CG Code 2012 and/or the BTR Section 3 and 4.

The Board does not currently comprise of any Director who has served on the Board for more than nine years from the date of his first appointment. Refer to page 83 of the CG Report for details on the appointment dates of the Board of Directors.

The current Board comprises of seven Directors with extensive experience in various fields ranging from legal, investments, tax and accounting to healthcare. Although none of the current Board of Directors are female, RHT TM does not discriminate against gender diversity within the Board. However, RHT TM does not actively set targets on the proportion of male to female Board members. Instead, Board of Directors are appointed based on best fit and qualification for the role.

The NC has evaluated the size and composition of the Board and is of the view that the size of the Board is appropriate in relation to the scale of RHT’s operations, and that the Board possesses the requisite experience for managing a healthcare infrastructure related trust such as RHT.

1 Independent from management and business relationships with the Trustee-Manager as defined under Section 3 of the BTR.
2 Independent from substantial shareholder of the Trustee-Manager as defined under Regulation 4 of the BTR.

Although all Directors have an equal responsibility in overseeing the performance of RHT, Non-executive Directors in particular are responsible for ensuring that conflicts of interest, if any, are appropriately managed and ensure that decisions are taken in the interest of the Trust. Non-executive Directors also participate in annual strategy discussions, review the performance of management in achieving agreed goals and objectives and monitor the reporting of performance. The Non-executive Directors have met at least once during FY2018 without management present.

CHAIRMAN AND CHIEF EXECUTIVE OFFICER

Principle 3: 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 concentration of power.

The positions of the Chairman of the Board and the CEO are held by two separate persons for accountability and effective segregation of duties. The Board of RHT TM is led by our Non-executive Chairman, Mr Vivek Mehra, while Mr Gurpreet Singh Dhillon is our CEO. Mr Vivek Mehra and Mr Gurpreet Singh Dhillon are not immediate family members. The division of responsibilities between the Chairman and CEO are clearly established, set out in writing and approved by the Board.

As Chairman of the Board, Mr Mehra leads the Board in carrying its role effectively and engages the Directors in discussing and debating on issues while working towards important decisions. He sets the agenda for the Board meetings and makes sure that adequate time is available for discussion of all agenda items. The Chairman also oversees that Directors receive complete, adequate and timely information. Board papers are disseminated to the Board approximately five business days before each Board meeting. The Chairman is responsible for promoting effective communication with Unitholders. Refer to Principle 15 on page 76 to 77 of the CG Report for details on measures taken by the Trustee-Manager to promote effective communication with Unitholders.

The Chairman also encourages constructive relations within the Board and between the Board and management. As our Nonexecutive Directors have diverse backgrounds and experience, the Board and management benefit from their views on matters being tabled before the Board. Mr Mehra facilitates the effective contribution of Non-executive Directors and strives for high standards of corporate governance to be maintained within RHT.

The CEO is responsible for managing the daily operations of the Trust and the Trustee-Manager in accordance with the business plans and strategies which have been set out by the Board.

There is clear segregation of roles within the Board. The ARMC, NC and RC each have their own terms of reference and responsibilities. Each of the three Committees are headed by a different Independent Director, and no individual Director on the Board has a considerable concentration of power. The NC has also obtained approval from the Board to have the Chairman of each committee reviewed once every three years. This is also recommended under Clause 1.10 of the Board Risk Committee Guide (“BRCG”) issued on 31 March 2016. Clause 1.10 recommends reviewing the tenure and renewal of Board Committee members so as to introduce new perspectives and allow for transfer of accumulated knowledge.

Dr Yogendra Nath Mathur is our lead Independent Director. He serves as a conduit between Unitholders and the Board, or between the Independent Directors and the Board, whenever there are concerns from either party.

The Independent Directors have private sessions and feedback sessions with the Chairman without the presence of management

BOARD MEMBERSHIP

Principle 4: There should be a formal and transparent process for the appointment and re-appointment of Directors to the Board.

The Board approved the establishment of an NC comprising of a majority of Independent Directors, including the lead Independent Director. The role of the NC under its terms of reference as approved by the Board includes making recommendations on:

  1. the review of Board succession plans for Directors, in particular the Chairman and CEO;
  2. the development of a process for evaluation of the performance of the Board, its Board Committees and Directors;
  3. the review of training and professional development programmes for the Board; and
  4. the appointment and re-appointment of Directors.

During the search for a new Director, the Board shortlists suitable candidates based on criteria which takes into consideration the roles and expertise that is required of the new Director and the needs of the Board. The potential candidates may originate from various sources such as recommendations from management and Directors, the Singapore Institute of Directors or utilising external search consultants. The shortlisted candidates are presented to the NC for consideration, with the final candidate as selected by the NC presented to the Board for approval.

Under the appointment letters signed with the Independent Directors that are appointed to the Board of RHT TM, the Directors are required to put themselves up for re-nomination and re-election once every three years. The re-nominated Directors are evaluated by the NC, approved by the Board, presented to Unitholders during the Annual General Meeting (“AGM”) and approved by Stellant (the substantial shareholder of RHT TM).

The NC is also tasked with ascertaining if each Director, having multiple directorships, is able and has been adequately carrying out his duties as a Director. This review is performed by the NC annually and takes into consideration the Director’s number of listed company Board representations and other principal commitments. The NC is of the view that the number of directorships held by a Director does not determine the performance of the Director. A Director’s performance is assessed based on a number of factors including their time commitment towards Board meetings and discussions, their ability to draw on their experience to contribute to the strategy and decision making required of the Board. As such, the NC proposed with the concurrence of the Board, that there will be no fixed limit on the number of directorships which a Director may hold but rather to assess the performance of each Director as a whole.

RHT TM does not currently permit the appointment of alternate Directors and has not adopted any polices and guidelines for the appointment of alternate Directors.

Information on the academic and professional qualifications of the Directors can be found on pages 21 to 22 of the Annual Report. The shareholdings of the Directors in RHT Group and its related corporations, Board Committees served on, date of first appointment, directorships and chairmanships both present and past held over the preceding three years in other listed companies, and other principal commitments are disclosed on pages 83, 88, 90 and 92 of the Annual Report.

BOARD PERFORMANCE

Principle 5: 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.

A formal assessment is conducted annually to determine the effectiveness of the Board, the Board Committees and on each Director. The assessment is conducted using an evaluation form which is constantly updated for relevance. The Board is of the opinion that the current evaluation form is relevant and covers the necessary aspects of measuring the performance of the Board. The evaluation form seeks feedback from each Director on a confidential basis, on their views relating to:

  1. Board composition and size;
  2. Board and Committee process;
  3. Board’s effectiveness and training;
  4. Board Committees;
  5. Board Committee process;
  6. Provision of information to the Board;
  7. Standards of conduct;
  8. Assessment of the financial performance of RHT; and
  9. Board compensation.

For the annual assessment conducted in respect of the financial year ended 31 March 2018 (“FY2018”), the Company Secretary was responsible for sending the evaluation form to the Directors and collating the responses received. The results of the evaluation survey were then presented to the NC for its assessment and recommendation. In formulating the feedback form, attention was given to make sure that feedback was sought from the Directors on the core areas, whilst also enabling each Director to freely express their opinions on other matters in a confidential manner. The results of the evaluation, and the NC’s recommendations, were presented to the Board for their concurrence.

ACCESS TO INFORMATION

Principle 6: 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 informal decisions to discharge their duties and responsibilities.

The calendar for Board and Committee meetings are arranged one year in advance to allow for better planning. Management provides the Board with monthly reports and/or calls, in addition to Board papers on matters which are being tabled during the Committee or Board meetings. Board papers are to be sent to the Board approximately five business days before the meeting takes place. Directors are also entitled to request for separate and independent access to management, the Company Secretary or external professionals. The Chairman of the ARMC meets separately with management as well as the internal and external auditors on a regular basis. These meetings take place on a quarterly basis with management and the internal auditors, and on a half yearly basis with the external auditors. As stipulated in the Director’s appointment letter, they are also entitled to seek independent professional advice relating to their roles and responsibilities as a Director of RHT TM, at RHT TM’s expense.

Management provides the Board with a call and/or report each month on the operating environment and financials of RHT. Matters such as the financial results, the report from the independent auditors, management’s internal risk assessment report as well as business and operational updates for the quarter are presented for the Board’s review during the quarterly Board meetings. In FY2018, management presented RHT’s strategy in the event of the Proposed Disposal and vice versa, to the Board for review and approval. Management also provided the Board with regular updates on the outstanding amounts due from Fortis as well as RHT’s cash flow requirements to continue operations. On an on-going basis, where there are material variances against the forecasted and actual financial figures, explanations would be provided.

The Company Secretary attends all Board and Board Committee meetings and is responsible for keeping accurate minutes on the proceedings. Their advice on matters relating to corporate governance may also be sought during these meetings. The Head of Compliance in RHT TM works together with the Company Secretary to facilitate good and timely information flow to the Board of Directors. Where there should be any proposed change to the Company Secretary, Board approval will be obtained.

REMUNERATION MATTERS

Principle 7: There should be a formal and transparent procedure for developing policy on executive remuneration and for fixing remuneration packages of individual Directors. No Director should be involved in fixing his own remuneration.

Principle 8: 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.

Principle 9: 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 personnel, and performance.

The Board approved the establishment of the RC with its own terms of reference. The members of the RC and the terms of reference of the RC are set out in the Appendix of this CG Report. The RC comprises of wholly independent Non-executive Directors who are responsible for reviewing the remuneration policy and framework of the Directors and the key management.

During the RC meeting held in February 2018, the RC reviewed the compensation structure for the Directors, as well as the compensation structure and package for key management of RHT TM. Under RHT TM’s compensation structure for its Directors, Executive Directors are not paid Director fees while Non-executive Directors are paid a fixed base fee as well as a variable fee for every additional role taken on by each Director. This serves to compensate the Directors according to the amount of responsibility, time and effort required for the role. In general, the Chairman of the Board and Board Committees are paid higher variable fees compared to members of the Committees. The remuneration framework for the Non-executive Directors is shown in the following table:

Type of Director Base Fee Variable Fee
Executive Director Nil Nil
Non-Executive Director Base Fee per annum. Chairman Member of Committee
50% of BF as Chairman of Board/ARMC 12.5% of Base Fee
25% of Base Fee as Chairman of RC or NC  

Non-executive Director fees are benchmarked against the market and industry levels such that the fees are sufficient to motivate and attract Directors, without being too generous to potentially compromise the independence of the Directors. The remuneration that is paid to the Directors of RHT TM are determined and paid from RHT TM (in its personal capacity) as approved by its shareholder, Stellant, and not out of RHT Trust property. Director fees paid to each of the following Non-executive Directors for FY2018 did not exceed S$250,000:

  1. Mr Vivek Mehra;
  2. Mr Eng Meng Leong;
  3. Mr Sydney Michael Hwang;
  4. Dr Yogendra Mathur Nath; and
  5. Mr Peter Joseph Seymour Rowe.

A review of the remuneration framework and the amounts paid to key management of RHT and RHT TM is conducted once a year. In FY2018, the remuneration plan was also introduced to place a greater emphasis on staff retention, in view of the ongoing Proposed Disposal. The Trustee-Manager has in place a performance based remuneration framework for its key management. There are currently no short-term and long-term incentive schemes in place. At present, the key management of RHT TM, including the CEO, are paid a fixed yearly salary with a performance related bonus that is linked to the performance of RHT TM. The performance of RHT TM is in turn linked to the performance of RHT. The main regular source of revenue earned by RHT TM is from the fees paid by RHT to RHT TM. The fees payable by RHT to RHT TM are based on (i) the value of the assets under management at RHT and (ii) the amount of Distributable Income generated at RHT. A greater growth in the value of RHT’s assets and the amount of Distributable Income available for Unitholders of RHT results in higher revenue for RHT TM. This serves to align management’s interests with that of the Trust.

The Trustee-Manager has also elected for the variable bonus to constitute a higher proportion of the total salary payable to key employees, in order to strengthen the link between the individual’s performance and their remuneration.

Expert advice is sought from an appointed remuneration consultant, Aon Hewitt, in order to assist the RC in their assessment on the appropriate compensation level for key management. A report is commissioned yearly to provide information on the remuneration paid by comparable peers in the industry. Aon Hewitt is an independent third party with no existing relationships with RHT and RHT TM. The Trustee-Manager does not engage any remuneration consultant with regard to the remuneration of its Directors.

Similar to the Directors, key management and employees of RHT TM are paid by the Trustee-Manager and not out of RHT’s Trust property.

None of the Directors or employees of RHT TM are paid in the form of shares or interests in the Trustee-Manager’s controlling shareholder or its related entities. There is currently no share incentive or employee share option scheme in place for management. There is also no scheme to encourage Non-executive Directors to hold shares in RHT.

The following table shows the remuneration in bands of S$250,000, of the former Executive Chairman, CEO, CFO as well as key management of the Trustee-Manager. The key management of the Trustee-Manager is determined based on the importance of their roles in the Trustee-Manager.

Executive Directors Remuneration Band Fixed Salary Bonus
Ravi Mehrotra1 S$0- 250,0002 100% Nil
Gurpreet Singh Dhillon S$ 750,000–1,000,000 66% 34%
Pawanpreet Singh S$ 500,001–750,000 53% 47%

1Mr Ravi Mehrotra resigned as Executive Director on 30 September 2017 and ceased to be the Executive Chairman of the Board and member of the NC on the same day.

2For the period 1 April 2017 to 30 September 2017.

Key Management Remuneration Band Fixed Salary Bonus
Tan Suan Hui S$ 250,000–500,000 53% 47%

Dr Ramnik Ahuja who is employed as Vice President of Research and Strategy, is the spouse of Mr Pawanpreet Singh, the CFO and Executive Director of RHT TM. Her annual remuneration fell within the band of S$50,000-100,000 in FY2018. Other than Dr Ramnik Ahuja, there are no other employees who are immediate family members of any Director or the CEO.

The Trustee-Manager is of the view that the disclosure of the specific remuneration of individual management personnel and key employees may lead to retention or recruitment difficulties in light of the relatively small number of trusts currently operating in Singapore. As compared to the number of listed companies in Singapore, listed trusts are relatively fewer in number and competition for talent in the trusts space may increase the risk of losing or retaining staff if such information were to be disclosed. For the same reasons, the Board has decided not to disclose the total aggregate remuneration of the Directors and key management personnel. However, their remuneration have been disclosed in bands, such that the minimum and maximum range is apparent. Furthermore, the remuneration paid to the management of RHT TM is from RHT TM, and not out RHT’s Trust property. The fees paid by RHT to RHT TM are disclosed on page 78 of this CG report.

The CG Code 2012 encourages the disclosure of the top five key management personnel (who are not Directors or the CEO) on a named basis in bands of S$250,000 as well as the aggregate remuneration paid to key management personnel. Due to the small size of the team at the Trustee-Manager, we have chosen to only disclose the remuneration of key personnel who has the authority and responsibility to assist the CEO in the strategic activities of the Trustee-Manager.

Currently, none of the Directors or key management has a contract with RHT TM that contain provisions on termination, retirement and post-employment benefits. There are also no contractual provisions to allow RHT TM to reclaim incentive components of remuneration from Executive Directors and key management personnel in exceptional circumstances of misstatement of financial results, or of misconduct resulting in financial loss to RHT.

ACCOUNTABILITY AND AUDIT

Principle 10: The Board should present a balanced and understandable assessment of the company’s performance, position and prospects.

The Board is committed towards providing Unitholders of RHT with a balanced and understandable assessment of RHT’s performance, position and prospects. The financial results of RHT and any other material price sensitive information are disseminated via SGXNET, published on RHT’s website and also presented during investor meetings and quarterly conference calls with investors.

As mentioned under Principle 6 on Access to Information, the Board is provided with a monthly report which summarises the key financial performance of RHT against forecasted figures, as well as the business environment and pertinent operations of RHT. Where there are material variances from month to month, reasons for the variances are provided to the Board. The Board has also approved an internal Compliance Manual which compiles the relevant rules and regulations applicable to both RHT and RHT TM. This Compliance Manual serves to assist management in meeting the regulatory requirements.

AUDIT COMMITTEE

Principle 12: The Board should establish an Audit Committee with written terms of reference which clearly set out its authority and duties.

The members of the ARMC of RHT TM are appointed from among the Directors of the Board and comprise of three Non-executive Independent Directors. They are:

  1. Mr Peter Joseph Seymour Rowe, Chairman;
  2. Dr Yogendra Nath Mathur; and
  3. Mr Eng Meng Leong

Both Mr Peter Joseph Seymour Rowe and Mr Eng Meng Leong have appropriate qualifications to carry out their responsibilities and have relevant accounting and related financial management expertise and experience. Mr Rowe has over 40 years of experience in the financial services industry, particularly in the areas of funds management and compliance. He has been the Chairman and Audit Committee member of other real estate management related companies in Australia. Mr Eng is currently a member of the Institute of Certified Public Accountants of Singapore and is an accredited Tax Advisor of the Singapore Institute of Accredited Tax Professionals. He has over 25 years of experience in the fields of taxation in Singapore and internationally. Dr Mathur, a qualified doctor, has experience and expertise in the healthcare sector. He spent a large portion of his career with the United Nations Children’s Fund (“UNIFEF”), where he held key positions and memberships in several government bodies.

The background and qualifications of the ARMC members are set out on pages 21 and 22 of the Annual Report. The terms of reference of the ARMC are set out in the Appendix on pages 84 to 86 of this CG Report. The ARMC is given the authority to investigate any matter within its terms of reference, whenever it deems necessary. Where required, the ARMC is given full access to and cooperation by management, full discretion to invite any Director or Executive Officer to attend ARMC meetings, and reasonable resources to enable it to discharge its duties effectively.

The ARMC met six times in FY2018. During the year, the ARMC reviewed the quarterly and full year results of FY2018, including the adequacy of disclosures as well as the key changes in accounting policies applied. Management is kept abreast of changes in the accounting standards by both the external auditors and other sources. Every year, management reviews the changes in the accounting standards applicable to RHT and briefs the ARMC and Board about these changes.

On a quarterly basis, the ARMC also reviews the reports from the internal auditors with respect to their internal audit findings, as well as the report from the Internal Risk Committee of RHT TM on changes in key risks and policies affecting RHT. Management also provides the ARMC with quarterly reports on the actions taken to resolve previous internal audit findings. In addition, management prepares a liquidity report on RHT for the ARMC’s information and review. Key policies are reviewed by management on a regular basis to ensure that they are up to date and approved by the ARMC before it is presented to the Board.

All Interested Party Transactions (“IPT”) are tabled during the ARMC meeting. This is in accordance with our IPT policy, which sets out the procedure whereby such transactions are identified, reported and recorded in the IPT register. The terms of the transactions, including information to support that the transactions are conducted on normal commercial terms, are also recorded in the IPT register.

Details of the IPT entered into during the course of the current financial year ending 31 March 2018 between the RHT Group and interested persons (including Fortis, Religare Enterprises Limited and their respective subsidiaries and associates) which fall under the Listing Manual of the SGX-ST are set out below:

No. Interested Person Nature of Transaction Value of Transaction (S$)(1) Percentage of NTA (2)
1 RWL Healthworld Limited3 Revenue share from
pharmaceutical operations
2,242,862 0.36%
2 SRL Diagnostics Limited Revenue share from pathology
operations
581,333 0.09%
3 Fortis Health Management Ltd Intercompany borrowing 64,242 0.01%
3 RHT Health Trust Manager Pte. Ltd. Bridging loan from
RHT Health Trust
1,001,402 0.16%
3,889,838 0.62%

(1)Values are converted at the end of each month as per the prevailing exchange rate at that month end.
(2) Based on the latest audited net tangible assets of RHT as of 31 March 2018 of S$623,105,000.
(3)RWL Healthworld Limited (“RWL”) is no longer a related party of Fortis Healthcare Limited and is no longer considered an interested person with effect from 1 March 2018 in view that the owners of RWL are no longer substantial shareholders of Fortis Healthcare Limited.

The transactions with RWL Healthworld Limited and SRL Diagnostics Limited involve the leasing out of space at various RHT Clinical Establishments to the aforementioned companies which are owned by Fortis Healthcare Limited and RHC Holding Private Limited respectively. The transactions with Fortis Health Management Ltd and RHT Health Trust Manager Pte. Ltd. relate to one-off borrowings3.

The ARMC also reviews the audit plans submitted by the internal and external auditor respectively for the forthcoming year. In FY2018, both the external and internal auditors met at least once during the year with the ARMC respectively without the presence of management. In the same financial year, the Chairman of the ARMC also met separately with the internal auditors every quarter and separately with the external auditor twice. It is also the practice of the ARMC Chairman to meet with the CFO of the Trustee- Manager prior to the quarterly ARMC meetings to review the financial reports.

The role of the ARMC includes reviewing the independence of the external auditors. For FY2018, the ARMC noted that S$152,000 was paid to the external auditors as audit fees and S$39,000 was paid for non-audit services. A discussion was held with the external auditors in relation to the type of non-audit services provided, and the ARMC was satisfied with the independence of the external auditors. No ARMC member is a former Partner or Director with the external audit firm. There are also no business or family relationships between the external auditors and management.

The Trustee-Manager has complied with Rule 712 and 715 of the SGX-ST Listing Manual. All of RHT’s foreign incorporated subsidiaries are audited by Deloitte Haskins & Sells LLP (“DHS”). The ARMC has assessed DHS and the Audit Partner’s track record and capabilities in carrying out work for similar companies in India. They have also discussed with DHS, the manner in which the audit is proposed to be carried out. The ARMC is of the view that DHS is a suitable audit firm to meet the RHT Group’s audit obligations.

RHT TM has established a Whistleblowing Policy to provide a channel for whistleblowers to report any actual or suspected wrongdoings, as well as to provide assurance that the whistleblower will be protected from reprisals or victimisation for whistleblowing. The Whistleblowing Policy is approved and overseen by the ARMC, and it provides an opportunity for employees and the public to raise concerns to the Head of Compliance of RHT TM and/or the Chairman of the ARMC. Investigations will commence upon the receipt of a whistleblowing report and follow up actions would be taken if necessary.

INTERNAL AUDIT

Principle 13: The company should establish an effective internal audit function that is adequately resourced and independent of the activities it audits.

The Trustee-Manager is committed to having an internal audit function at all times. KPMG has been appointed to perform the internal audit function for RHT. KPMG is guided by the Standards for the Professional Practice of Internal Auditing set by The Institute of Internal Auditors and the engagement team is staffed with personnel who possess the relevant qualifications and experience.

The selection and appointment of the internal audit firm for RHT was determined by the ARMC, and the internal audit plan for each financial year is approved by the ARMC. The scope of the internal audit is intended to cover key aspects of RHT and RHT TM’s internal controls in the areas of finance, operations, compliance and information technology. During the course of their work, the internal auditors are given full access to any documents, records or personnel, and they report directly to the ARMC Chairman.

As mentioned under the section “Audit Committee”, the Chairman of the ARMC meets the internal auditors every quarter. These meetings take place without the presence of management to allow the discussions to be as open and candid as possible. The ARMC has reviewed the internal audit plan for FY2018, the resources allocated to carrying out the plan, as well as the work done by the internal auditors over FY2018, and they are satisfied with the adequacy and effectiveness of the current internal auditor.

3The loan from RHT to RHT TM was a bridging loan while RHT TM was awaiting funds to be disbursed while refinancing a facility. The loan was repaid when the funds were received from the new facility and interest was accrued to RHT for the loan at market rate.

RISK MANAGEMENT AND INTERNAL CONTROLS

Principle 11: 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 shareholders’ interests and 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.

Having an effective and sound system of risk management and internal controls in place enables the Trustee-Manager to achieve its strategic objectives, whilst safeguarding the business and assets of RHT. An effective risk management system allows both management and the Board to remain updated on the key risks and challenges faced by RHT. It also serves to guide the Trustee- Manager in decision making and effective allocation of resources.

In view of the above goal of having a sound system of risk management and internal controls, the Trustee-Manager has established an Internal Risk Committee (“IRC”) comprising of senior management, to undertake the role of managing the system of risk management and internal controls. Under the Trustee-Manager’s risk management system, the IRC is responsible for the identification of risks. Key risks are rated and the controls for mitigating the risks are evaluated. A risk register is maintained to track the rating of each key risk after the implementation of controls. Each IRC member is responsible for risks in their respective areas such as finance, operations, compliance, investments and information technology.

The IRC meets every quarter, or as and when required, to evaluate how the risks faced by RHT might have evolved following changes in both the operating environment and internal operations of RHT. Key risk indicators are used as a means for early identification of escalating risks or indications of changes in areas that affect RHT. The key risk indicators assists management and the Board in pre-empting issues that may be developing (whether internally or externally) and which may potentially have an adverse impact on RHT. Key risk indicators also provide management and the Board with information to consider when executing strategies for RHT.

The IRC also debates on whether new processes need to be implemented or existing processes revised in order to manage any new risks. During some of the IRC meetings, relevant staff might be invited to join the meetings or discussions in order to brief the IRC of changes that might have occurred in their respective areas, and to give their views on how these new risks might have arisen. The involvement of various staff within RHT in risk management discussions help to promote a culture where risk awareness and governance is integral to the daily operations of RHT.

The IRC also meet with the internal auditors, to compare each other’s assessment of the key risks and the adequacy of the internal controls. This helps to make sure that all gaps are filled wherever possible and no key risk is inadvertently left out. RHT also conducts half yearly Control Self-assessment (“CSA”) exercises to increase staff awareness within RHT in relation to key policies and processes, as well as to allow themselves to undertake a check on whether they have been complying with these policies and processes.

The discussions of the quarterly IRC are put up to the ARMC at each quarter’s meeting, where the ARMC will assess the effectiveness and adequacy of the system of risk management and internal controls within RHT TM. This is complemented by a quarterly report provided by the internal auditor to the ARMC on their findings, together with a quarterly report from management on the steps taken to address issues which were previously highlighted by the internal auditors. Apart from the quarterly reports by the internal auditor, the internal auditor also provides the ARMC with an annual review of the adequacy and effectiveness of RHT’s internal controls, including financial, operational, compliance and information technology controls. The internal auditor will also highlight areas of enhancements, if any, to the ARMC.

Both the ARMC and the Board also receive a quarterly letter of assurance from the CEO and CFO in relation to the respective quarter and/or full year results (whichever is applicable). The letter provides assurance in terms of the proper maintenance of the financial records of RHT, that the financial statements give a true and fair view of RHT’s operations and finances, and the effectiveness of RHT’s risk management and internal control systems.

After assessing the internal risk management framework that is in place, the quarterly reports from the IRC and internal auditor, as well as the annual assessment undertaken by both the internal auditor and external auditor, the ARMC and Board are in a position to comment on the adequacy of the internal controls of RHT.

For FY2018, based on the ARMC’s review of the internal risk management framework and internal controls which the management of RHT TM has implemented, the creation of an IRC to continuously monitor the risks affecting RHT and evaluate the efficacy of internal processes, as well as the reports from the internal auditor and external auditor, the Board with the concurrence of the ARMC, is of the opinion, that RHT has in place reasonable, adequate and effective risk management and internal controls including financial, operational, compliance and information technology controls.

However, the Board notes that the risk management framework put in place by the Trustee-Manager does not provide absolute assurance that RHT will not be affected by any unforeseen events as well as poor judgements in decision making, human errors, fraud and other irregularities.

Material Contracts

There were material contracts between RHT Group and Fortis Healthcare Limited (“FHL”) as at the end of FY2018. Most of these contracts were entered into at the time of the listing of RHT on the SGX-ST. These material contracts are summarised within the section “Exempted Agreements” in the RHT Initial Public Offering (“IPO”) prospectus which can be found on RHT’s website, www.rhealthtrust.com. These exempted agreements were deemed to have been specifically approved by Unitholders upon their subscription for the units of RHT at the time of the IPO of RHT. There was another Hospital and Medical Services Agreement entered into in FY2015, between RHT Group and FHL, during the acquisition of the Mohali Clinical Establishment.

UNITHOLDERS RIGHTS AND RESPONSIBILITIES

Principle 14: Companies should treat all shareholders fairly and equitably, and should recognise, protect and facilitate the exercise of shareholders’ rights and continually review and update such governance arrangements.

Principle 15: Companies should actively engage their shareholders and put in place an investor relations policy to promote regular, effective and fair communication with shareholders.

Principle 16: Companies should encourage greater shareholder participation at general meetings of shareholders, and allow shareholders the opportunity to communicate their views on various matters affecting the company.

RHT has in place an Investor Relations Policy which aims to provide current and potential Unitholders with accurate and timely information in accordance with best practices and rules, so as to enable them to make well-informed investment decisions. The Investor Relations Policy has been approved by the Board and is published on RHT’s website.

The Trustee-Manager ensures that material information is disseminated to Unitholders on an accurate and timely basis, with full and complete information to enable Unitholders to make form their investment decisions. Our announcements are disseminated via the SGXNET and the RHT website. Where necessary, the announcements may also be placed in the local newspapers. There is no selective disclosure of information.

The Trustee-Manager holds analyst briefings as well as investor conference calls every quarter after the release of financial results, or when there are announcements on material corporate actions. The analyst briefings facilitate research coverage on RHT through independent analysis from the analysts. The investor calls provide investors with a great opportunity for to hear from management and to have their queries answered.

Management participates actively in investor conferences which are held in different locations throughout the year, and embark on dedicated non-deal roadshows. Reaching out to investors through such platforms enables management to obtain direct feedback from investors or analysts. The Board is in turn briefed each quarter by management on the investor conferences and investor meetings which were held, in order for them to understand the views of our investors.

Whenever a Unitholders’ meeting is to be held, the notice of meeting will be disseminated to each Unitholder together with the circular and/or report, as well as published in the local newspapers and via SGXNET. Unitholders who are unable to attend the meeting are allowed to appoint up to two proxies to vote on his behalf at the meeting. RHT TM is not implementing absentia voting methods as we are of the opinion that the current provision for proxy voting is sufficient. Where there are separate issues to be put forth for Unitholders’ approval at the general meetings, such resolutions are separate and not bundled together, unless the resolutions are interdependent and form one significant proposal.

We held one AGM in FY2018, where all Board of Directors were present. The external auditors were also present at the AGM to address Unitholders’ queries regarding the conduct of audit, preparation and content of the auditors’ report. Our Company Secretary prepared the minutes of the AGM, which included relevant comments or questions from Unitholders, and the minutes are available for Unitholders upon request. Voting during the AGM was conducted by way of an electronic poll in order to promote greater transparency and allow exact and definitive results at the general meeting. Unitholders are briefed on rules of the AGM by the Chairman and are informed of the voting procedures by the electronic polling vendor. Unitholders are also given an opportunity to put forth any queries they may have before each resolution is put to vote. The detailed results of the AGM, which included the number of votes cast for and against each resolution, were disclosed via the SGXNET.

DEALING IN UNITS

It is RHT TM’s internal policy that (i) an officer of the Trustee-Manager should not deal in RHT’s units on short term considerations; and (ii) the Trustee-Manager and its officers should not deal in RHT’s units during the period commencing two weeks before the announcement of RHT’s quarterly financial results, and one month commencing before the announcement of RHT’s fourth quarter and full year results. Reminders are sent to the Board of Directors as well as the staff of RHT TM when such blackout periods for trading in RHT’s units commence.

At any point in time, when any of the Directors or officers are in possession of confidential and price sensitive information, they are also reminded not to trade in the units of RHT, and to be mindful of the laws relating to insider trading at all times.

STATEMENT OF POLICIES AND PRACTICES

RHT TM, as Trustee-Manager of RHT, and the Board of Directors are responsible for safeguarding the interests of the Unitholders of RHT as a whole and managing the business of RHT. RHT TM is also required to act in the best interests of all the Unitholders of RHT as a whole, and give priority to the interests of all Unitholders of RHT over its own interests in the event of a conflict between the interests of all Unitholders as a whole and its own interests. The Trustee-Manager has implemented policies and practices in the management and governance of RHT, in order to ensure that RHT is managed in the interests of its Unitholders. The policies and practices include ensuring that:

  1. The Trust Property is properly accounted for and such property is kept distinct from the property of the Trustee- Manager held in its own capacity
    The Trustee-Manager has separate bank accounts for RHT and RHT TM and also separate accounting teams to handle the accounts of RHT and RHT TM. The Trustee-Manager also prepares separate budgets for RHT and RHT TM which are approved by the Board. Any material variances are explained to the Board. The financial accounts are audited by the external auditor and approved by the Board of RHT TM.
  2. Adherence to business scope
    RHT’s investment mandate is to invest in medical and healthcare assets and services in Asia, Australasia and emerging markets in the rest of the world. RHT may also develop medical and healthcare assets. It is expected that the medical services will be provided directly by RHT or in collaboration with third parties. The Head of Compliance within the Trustee-Manager checks that the business scope of RHT is aligned with the requirements of the Trust Deed. Any intentions for deviation will be brought to the attention of the Board of Directors. In addition, whilst the Trustee-Manager currently has no intention of owning, fully operating and managing hospitals other than the Operating Hospitals of Rajajinagar and Nagarbhavi (held since IPO), if RHT should in the future wish to own, fully operate and manage hospitals other than Operating Hospitals, the approval of Unitholders will be sought.
  3. Conflict of interests.
    The Promoters of the controlling shareholder of RHT TM are the same as that of FHL, which is the Sponsor of RHT4. As such, there may be potential conflicts of interest between RHT TM, RHT and the Sponsor. The Trustee-Manager has the following processes in place to mitigate such potential conflicts of interest:

    4 Up till February 2018. Subsequent to February 2018, the Promoters are no longer the controlling shareholder of FHL, and in turn, RHT TM.

    • The Board of RHT TM comprises of seven Directors, of whom five of the Directors are independent from management and business relationships with the Trustee-Manager and from the Sponsor. Where any Director has an interest in any transaction involving the Sponsor and/or its subsidiaries, that Director will abstain from voting on the transaction. The same resolution is also required to be approved by all the Independent Directors. In particular, the CEO and CFO, both of whom are Executive Directors of RHT TM, do not have any positions within the Sponsor or its related entities.
    • As mentioned in “Adherence to business scope”, should RHT contemplate entering into the operation and management of hospitals, which is the core business of the Sponsor, the approval of Unitholders will be sought.
    • Similarly, should any Director have interest in any transaction or entity with competing interests to RHT, they would also abstain from voting on such matters. The CEO and CFO are both dedicated to RHT TM on a full time basis and they do not have any positions in an entity with competing interests to RHT.
  4. Procedures for interested party transactions
    The Trustee-Manager has instituted internal controls to ensure that interested party transactions which fall below the threshold that require Unitholders approval as provided under the Listing Manual of the SGX-ST, are undertaken on normal commercial terms and are not prejudicial to the interests of the Unitholders of RHT. It is also included in the scope of the work of the internal auditor, to check on the adherence to such internal controls for interested party transactions. Further information on the processes which are in place for interested party transactions are included under the section on “Audit Committee”.
  5. Expense and cost allocation to RHT.
    • Fees payable to RHT TM out of Trust property are provided in the Trust Deed constituting RHT (as amended, dated 25 September 2012), as well as disclosed in the RHT IPO prospectus issued on 15 October 2012, and approved by Unitholders via subscription in the units of RHT at the time of the IPO. Should there be any change to the structure of the fees payable to the Trustee-Manager, the approval of Unitholders will be sought at a general meeting. The fees payable to RHT TM are put up to the Board for approval every half yearly. Where there are issuance of units in RHT to be made as payment of fees, the timelines for the issuance of such units strictly follow the internal timelines approved by the Board. The fees that have been paid to the Trustee-Manager out of the Trust property in FY2018 is as follows:
      Amount S$('000)
      Management Fee 5,261
      Trustee Fee 271
      Total Fee 5,532
    • Fees and expenses charged to RHT are appropriate and in accordance with the Trust Deed. The Trust Deed specifies what kind of expenses can be charged to RHT, which RHT TM adheres to. Further information on the computation methodology for fees payable to RHT TM are provided on pages 79 to 82 of this CG Report.
  6. Compliance with Business Trust Act and listing rules
    The Trustee-Manager has an internal Compliance Manual which summarises all the applicable rules and regulations as well as key internal policies and processes which RHT and RHT TM need to comply with. The Compliance Manual is updated as and when there are changes in the rules and regulations, and it helps management to check that applicable rules and regulations are complied with. The Trustee-Manager has also appointed an external legal firm on a retainer basis to advise on matters related to its compliance with the Business Trusts Act and SGX listing rules.

FEES PAYABLE TO THE TRUSTEE-MANAGER

Under the revised Code of Collective Investment Scheme (the “CIS Code”) issued by the Monetary Authority of Singapore (“MAS”) which took effect on 1 January 2016, where fees are payable out of the deposited property of a property fund, the methodology and justifications for each type of fees payable should be disclosed. While RHT is constituted as a Business Trust and is not required to comply with the CIS Code, management has elected to disclose the fee computation methodology in this CG report for greater transparency. All the fees below are payable to the Trustee-Manager in the form of cash and/or Units (as the Trustee-Manager may elect) at the prevailing market price.

Fee Payable by RHT Rationale for Fee
Management Fee
(1) Base Fee
The base fee ("Base Fee") is 0.4% per annum of the value of the Trust Property5 , and paid quarterly in arrears.
The Trustee-Manager receives a Management Fee
(comprising of the Base Fee and Performance Fee) from
RHT for managing all aspects of RHT, including but not
limited to, managing and enhancing the assets, financing
needs, investor relations and ensuring regulatory
compliance.
Performance Fee
The performance fee (“Performance Fee”) is 4.5% of the
Distributable Income of RHT (as defined in the Trust
Deed) 6, and paid quarterly in arrears.

The Base Fee and Performance Fee are payable to the
Trustee-Manager in the form of cash and/or Units
(as the Trustee-Manager may elect) at the prevailing
market price.
The Base Fee increases in line with any increase in value
of RHT’s assets, reflecting the increase in work load and
scope with a greater volume of assets being managed.
In addition, it serves to incentivise the Trustee-Manager
to increase the value of the assets through asset
enhancement initiatives or other means.

The Performance Fee is pegged to the amount of
Distributable Income generated at RHT for Unitholders.
The ability of RHT TM to generate higher revenue
and manage expenses for RHT, the higher the
Distributable Income available for Unitholders of RHT.
This has the effect of directly aligning the interests
of the Trustee-Manager with that of the Unitholders
of RHT.
(2) Trustee Fee
The trustee fee is 0.03% per annum of the value of the
Trust Property, subject to a minimum of S$15,000 per
month, and paid quarterly in arrears.
As RHT TM performs the dual functions of both a
manager and a trustee for RHT, it also charges a trustee
fee. This trustee fee is pegged to the value of the assets
to reflect the increase in volume and scope of work with
an increase in asset value.
5Trust Property” has the meaning ascribed to it in the Business Trusts Act.
6Distributable Income” means the distributable amount determined by the Trustee-Manager in accordance with the terms of the Trust Deed to be distributable for the relevant distribution period (pro-rated if applicable based on the number of months the relevant financial quarter bears to such distribution period).

Any other substantial fee or charge (i.e. 0.1% or more of RHT’s asset value)

No. Fee Payable by RHT Rationale for Fee
(3) Acquisition Fee
The acquisition fee (“Acquisition Fee”) will be:
  • 0.5% of the acquisition price of the investment (prorated if applicable to the proportion of RHT’s interest in the investment acquired) where the Sponsor Group or the Religare Group (as the case may be) has direct or indirect interests of more than 50.0% in any investment acquired directly or indirectly by RHT; and
  • 1.0% of the acquisition price of any investment acquired directly or indirectly by RHT (pro-rated if applicable to the proportion of RHT’s interest in the investment acquired), in all other cases.

Notwithstanding the above, in the event that any investment is held by the Religare Group as a nominee or in a fiduciary capacity or otherwise pursuant to any contractual obligation entered into in its ordinary course of business, the Acquisition Fee payable on the acquisition of such investment by RHT (if applicable) shall be 1.0% of the acquisition price of any investment acquired directly or indirectly by RHT (pro-rated if applicable to the proportion of RHT’s interest in the investment acquired).

No Acquisition Fee is payable to the Trustee-Manager in connection with the acquisition of the portfolio acquired at the time of the initial public offering (the “Initial Portfolio”), the acquisition of the Sponsor’s 51.0% interest in FHTL pursuant to the FHTL Call Option7 and the Compulsorily Convertible Preference Shares (“CCPS”) Subscription.

Any payment to third party agents or brokers in connection with the acquisition of any asset of RHT shall be paid by the Trustee-Manager to such persons out of the Trust Property of RHT, and not out of the Acquisition Fee received or to be received by the Trustee-Manager.

In connection with the Performance Fee, the Acquisition Fee serves to encourage the Trustee-Manager to look for yield accretive quality assets to add to the portfolio of RHT. When undertaking an acquisition, a fair amount of time and expenses are incurred due to the lengthy process involved when carrying out due diligence and the number of external professionals involved. The Acquisition Fee also serves to compensate the Trustee-Manager for the additional time and expenses outside of that incurred for day to day operating expenses. The lower divestment fees payable to investments acquired from the Sponsor Group or promoter linked companies reflect the reduced effort required in sourcing for the acquisition.
(4) Divestment Fee
The divestment fee (“Divestment Fee”) will be 0.5% of the sale price of any investment sold, transferred or otherwise disposed of by RHT, whether directly or indirectly (prorated if applicable to the proportion of RHT’s interest in the investment sold, transferred or disposed).

No Divestment Fee is payable to the Trustee-Manager for the divestment by RHT to the Sponsor or its nominees of (i) the securities in FHTL pursuant to the FHTL Put Option8 and the put option in favour of Fortis Global Healthcare Infrastructure Pte. Ltd. (“FGHIPL”) in the FHTL Compulsorily Convertible Debentures (“CCD”) Subscription Agreement, and (ii) the CCPS pursuant to the put option in favour of Kanishka Healthcare Limited (“KHL”) in the CCPS Subscription.

Any payment to third party agents or brokers in connection with the divestment of any asset of RHT shall be paid by the Trustee-Manager to such persons out of the Trust Property of RHT, and not out of the Divestment Fee received or to be received by the Trustee-Manager.


Where it is deemed to be in the best interests of Unitholders, RHT TM may recommend the divestment of certain assets in the portfolio in order to unlock value. The process of undertaking a divestment incurs time and expenses, including that of appointing external professionals, in addition to the usual day to day management of the Trust. The Divestment Fee serves to compensate the Trustee-Manager for undertaking the divestment process. Management Fee arising from a smaller portfolio would serve to lower the possibility of indiscriminate selling by RHT TM.

Accordingly, there was no Divestment Fee paid to RHT TM when the 51.0% economic interest in FHTL was disposed of in October 2016.

(5) Development Fee

The development fee (“Development Fee”) will be 2.0% of the total project costs9 for undertaking (directly or indirectly) a Development Project on behalf of RHT incurred (pro-rated if applicable to the interest of RHT in the Development Project).

“Development Project” means a project involving the development or redevelopment of medical and healthcare assets which are acquired or held by RHT. For the avoidance of doubt, this includes any redevelopment undertaken on the Initial Portfolio.

A Development Project involves the construction of new assets which is frequently carried out over a few years. Developing a project requires a dedicated project team to be assigned to oversee the project and often includes the appointment of specialised external project managers as well. The Development Fee compensates the Trustee- Manager for maintaining a separate team of personnel and the expenses related to the project over the years.
(6) Asset Management Fee

The asset management fee (“Asset Management Fee”) will be 1.0% of the total Gross Revenue10 for asset management services provided in respect of assets in the Trust Property, and paid quarterly in arrears.

No Asset Management Fee will be payable in respect of assets operated by the Sponsor Group. For the avoidance of doubt, no Asset Management Fee is payable to the Trustee-Manager in respect of the Initial Portfolio and the CCPS in Escorts Heart Institute & Research Centre Limited (“EHIRCL”) held pursuant to the CCPS Subscription.

In managing RHT’s assets, RHT TM incurs expenses, including but not limited to, ensuring the smooth running of assets for the operators, compliance with regulations and negotiations with vendors. This Asset Management Fee will reimburse the Trustee-Manager for such expenses incurred.

Linking the Asset Management Fee of the Trustee- Manager to that of the gross revenue of the operator aligns the interests of the Trustee-Manager with that of the Unitholders of RHT. As a portion of RHT’s revenue is pegged to the gross revenue of the operator, a higher revenue generated by the operator results in higher revenue for RHT. This also benefits the Unitholders of RHT as the Trustee-Manager is incentivised to manage the assets in a way that generates more revenue for the operator.

7 To govern the relationship of the Sponsor and Fortis Health Management Limited (“FHML”) as shareholders of FHTL, the Sponsor, FHML and FHTL entered into a Shareholders’ Agreement dated 17 September 2012 (the “FHTL Shareholders’ Agreement”). Under the FHTL Shareholders’ Agreement, FHML, a wholly owned subsidiary of RHT, has a call option on the remaining 51.0% of the issued equity shares in FHTL, which are held by the Sponsor (“FHTL Call Option”). The FHTL Call Option is exercisable if at any time the Sponsor becomes entitled to transfer such 51.0% shareholding interest after having obtained all necessary regulatory consents and approvals.
8 FHML, a wholly owned subsidiary of RHT, is entitled to exercise a put option granted to it under the FHTL Shareholders’ Agreement, to require the Sponsor to purchase all its securities in FHTL including its 49.0% shareholding in FHTL (the “FHTL Put Option”).
9 “Project costs” refers to the costs incurred in connection with the Development Project, including payments of additional premiums or amounts to regulatory authorities in connection with the development of the land, but shall exclude the purchase price of the land and financing costs relating to the Development Project.
10 “Gross Revenue” means revenue attributable to the investments forming part of the Trust Property of RHT, whether directly held by the Trustee-Manager or indirectly held by the Trustee-Manager through a holding vehicle.
No. Fee Payable by RHT Rationale for Fee
(7)

Marketing Services Fee
Where the Trustee-Manager secures a lease (outside India) and/or service contract with any person (other than a member of the Sponsor Group) for a particular medical and healthcare asset (or part thereof) on behalf of RHT, the Trustee-Manager will be entitled to a marketing services fee (“Marketing Services Fee”) of:

  • One month’s gross rent and/or service fee (including service charges) for securing new leases and/or service contracts or renewal of leases and/or service contracts with a lease and/or contract term of less than five years.
  • Two months’ gross rent and/or service fee (including service charges) for securing new leases and/or service contracts or renewal of leases and/ or service contracts with a lease and/or contract term of five years or more.

If a third party agent secures a lease (outside India) and/or service contract with any person (other than a member of the Sponsor Group) for a particular medical and healthcare asset (or part thereof) on behalf of RHT, the Trustee- Manager will be responsible for all Marketing Services Fee payable to such third party agent, and the Trustee- Manager will be entitled to a Marketing Services Fee of:

  • 1.2 months’ gross rent and/or service fee (including service charges) for securing new leases and/ or service contracts or renewal of leases and/ or service contracts with a lease and/or contract term of less than five years; and
  • 2.4 months’ gross rent and/or service fee (including service charges) for securing new leases and/ or service contracts or renewal of leases and/ or service contracts with a lease and/or contract term of five years or more.

For the avoidance of doubt, the Marketing Services Fee includes all commission and fees payable to third party agents.

The Marketing Services Fee may be adjusted accordingly at the time of securing or renewal of a lease and/or service contract by the Trustee-Manager or a third party agent, to be consistent with and no higher than the prevailing market rates of such Marketing Services Fee in the country where the asset is located.

The Marketing Services Fee is structured to incentivise the Trustee-Manager to secure leases for RHT’s assets with longer lease terms and which command a higher revenue. There is also a higher Marketing Services Fee payable when it involves a new tenant due to the extra work involved in sourcing and attracting new operators for RHT’s assets.
Board of Directors Appointed
Mr Vivek Mehra, Non-executive Chairman 1 October 2017
Mr Ravi Mehrotra, Executive Chairman Resigned on 30 September 2017
Mr Gurpreet Singh Dhillon, Executive Director & CEO 22 July 20111
Mr Pawanpreet Singh, Executive Director & CFO 1 July 20133
Mr Eng Meng Leong, Independent Director 1 July 20133
Mr Sydney Michael Hwang, Independent Director 7 September 20122
Dr Yogendra Nath Mathur, Lead Independent Director 7 September 20122
Mr Peter Joseph Seymour Rowe, Independent Director 7 September 20122
1reappointed on 28 July 2014
2reappointed on 6 August 2015
3reappointed on 29 July 2016.
Board Committees & Members
Audit & Risk Management Committee Nominating Committee Remuneration Committee
1. Mr Peter Joseph Seymour Rowe, Chairman 1. Mr Sydney Michael Hwang, Chairman 1. Mr Eng Meng Leong, Chairman
2. Mr Eng Meng Leong 2. Mr Vivek Mehra(1) 2. Mr Sydney Michael Hwang
3. Dr Yogendra Nath Mathur 3. Dr Yogendra Nath Mathur 3. Mr Peter Joseph Seymour Rowe
  4. Mr Ravi Mehrotra(2)

(1) Mr Vivek Mehra was appointed Independent Director, Non-executive Chairman of the Board and member of the NC on 1 October 2017.

(2) Mr Ravi Mehrotra resigned as Executive Director on 30 September 2017 and ceased to be the Executive Chairman of the Board and member of the NC on the same day.
 

APPENDIX

TERMS OF REFERENCE OF THE AUDIT & RISK MANAGEMENT COMMITTEE

Objectives

The main objective of the ARMC shall be to assist the Board in fulfilling its responsibilities as the Board of the Trustee-Manager of RHT. To achieve this goal, the ARMC shall:

  1. monitor and evaluate the adequacy and effectiveness of the Trustee-Manager’s internal controls;
  2. review the quality and reliability of information prepared for inclusion in the financial reports of RHT;
  3. nominate external auditors and review the adequacy of external audits in respect of qualifications, independence, cost, scope and performance;
  4. in relation to risk management, ensure that the risk management framework is adequate and effective in the identification, measurement, monitoring and control of the Trustee-Manager’s principal risks;
  5. in relation to risk governance of the Trustee-Manager, determine the nature and extent of risks which the Trustee-Manager may undertake, and assess if management maintains a sound system of risk management and internal controls (including financial, operational, compliance and information technology controls); and
  6. assess appropriate means to carry out its responsibility of overseeing the Trustee-Manager’s risk management framework and policies.

Roles and Function

The duties and functions of the ARMC shall include the following:

Financial Reporting

  1. Reviewing the significant financial reporting issues and judgements so as to consider the integrity of the financial statements of RHT and any announcements relating to the financial performance of RHT;
  2. Reviewing the application and consistency of the accounting standards used. Assessing the accuracy, completeness and consistency of financial reports;
  3. Reviewing the balance sheet and profit and loss account of the Trustee-Manager of RHT and the balance sheet, profit and loss account and cash flow statement of RHT submitted to it by the Trustee-Manager, and thereafter to submit them to the Board of Directors;
  4. Reviewing, with the auditor of RHT:
    1. the audit plan of RHT;
    2. the auditors’ evaluation of the system of internal accounting controls of the Trustee-Manager of RHT;
    3. the auditors’ audit report for RHT;
  5. Reviewing audit reports (whether external or internal) to determine if deficiencies in internal controls have been identified, and appropriate and prompt remedial action has been taken by management; and
  6. Reviewing the financial statements and the internal audit report. The review of the internal audit report shall be carried out at least twice a year to ascertain that the guidelines and procedures established to monitor Interested Person Transactions have been complied with. The review shall include the examination of the nature of the transaction and its supporting documents or such other data that the ARMC deems necessary.

Risk Management and Internal Controls

  1. Oversee and review the adequacy of the resources, policies and practices put in place by the Trustee-Manager to maintain compliance with the applicable legislation, the Business Trusts Act, the Business Trusts Regulations, the Code of Corporate Governance, the Listing Manual, the Trust Deed of RHT and any applicable guidelines;
  2. Initiating audits of the internal controls of RHT Group as and when it deems fit to satisfy itself that the internal controls of RHT Group remain adequate and effective;
  3. Reviewing and reporting to the Board at least annually, the adequacy and effectiveness of the risk management systems and internal controls of RHT, including financial, operational, compliance and information technology controls;
  4. Obtaining regular updates from management and the Company Secretary regarding compliance matters; and
  5. Overseeing RHT’s risk management framework and policies and assessing appropriate means to carry out its responsibility of doing so.

Internal & External Audit Processes

Internal Audit

  1. Determine the scope and role of the internal audit function. Review the results of the internal audit procedures of the Trustee- Manager of RHT;
  2. Approving the hiring, removal, evaluation and compensation of the head of the internal audit function, or accounting/ auditing firm or corporation if the internal audit function is outsourced;
  3. Determine if the internal audit function is adequately resourced and has appropriate standing within the company and at least annually, review the adequacy and effectiveness of the internal audit function;
  4. Reviewing the activities of the internal auditors on factors such as their independence, adequate resources and appropriate standing to perform an effective role;

External Audit

  1. Making recommendations to the Board on the proposals to the Unitholders of RHT on the appointment, re-appointment or removal of the external auditors and to approve the remuneration and terms of engagement of the external auditors;
  2. Discuss key audit matters and follow up actions with external auditors;
  3. Review the audit representation letter and the external auditor’s management letter;
  4. Reviewing the assistance given by the officers of the Trustee-Manager to the auditor of RHT;
  5. Nominating external auditors and reviewing the adequacy of external audits in respect of cost, scope and performance, and reviewing the independence and objectivity of the external auditors. Where external auditors also supply a substantial amount of non-audit services to RHT, the ARMC should keep the nature and extent of such services under review, seeking to maintain objectivity; and
  6. Meeting with external and internal auditors, without the presence of management, at least on an annual basis.

Interested Person Transactions and Conflicts of Interest

  1. Reviewing the procedures put in place by the Trustee-Manager of RHT for managing any conflict that may arise between the interests of the Unitholders and the interests of the Trustee-Manager, including Interested Person Transactions, the indemnification of expenses or liabilities incurred by the Trustee-Manager and the setting of fees or charges payable out of the Trust Property of RHT;
  2. Deliberating on conflict of interest situations involving RHT;
  3. Monitoring the procedures established to regulate Interested Person Transactions, including compliance with the Trustee- Manager’s internal control system and the relevant provisions of the Listing Manual; and
  4. Periodically reviewing the transactions constituting Interested Person Transactions to review compliance with the Trustee- Manager’s internal control system and with the relevant rules of the Listing Manual. The review will include the examination of the nature of the transaction and its supporting documents or such other data deemed necessary to the ARMC.

Other areas of responsibility of the ARMC include:

  1. Investigating any matters within the ARMC’s terms of reference, whenever it deems necessary, where it should have full access to and cooperation by the management and full discretion to invite any Director or Executive Officer to attend its meetings, and reasonable resources to enable it to discharge its functions properly;
  2. Reviewing the policy and arrangements by which staff and any other persons may, in confidence, raise concerns about possible improprieties in matters of financial reporting or other matters, and review the arrangements in place for such concerns to be raised and independently investigated and for appropriate follow-up action to be taken;
  3. Reporting to the Board of Directors:
    1. any inadequacies, deficiencies or matters of concern of which the ARMC becomes aware or that it suspects arising from its review of financial reporting, risk management and internal controls, internal and external audit processes and Interested Person Transactions and conflicts of interest; and
    2. any breach of the Business Trusts Act or any breach of the provisions of the Trust Deed of RHT, of which the ARMC becomes aware or that it suspects;
  4. Reporting to the MAS if the ARMC is of the view that the Board of Directors has not taken, or does not propose to take, appropriate action to deal with a matter reported under Paragraph (3) (i) and (iI) above;
  5. In addition to the functions listed above, undertaking such other functions as may be agreed to by the ARMC and the Board of Directors; and
  6. Monitoring changes to regulations and accounting standards, including accounting standards and issues which have a direct impact on Financial Statements;
  7. In connection with Interested Person Transactions:
    1. reviewing at regular intervals, transactions (either (1) individually or (2) as part of a series or (3) if aggregated with other transactions involving the same Interested Person during the same financial year) equal to or exceeding S$100,000 in value but below 3.0% of the value of RHT’s net tangible assets based on the latest audited accounts;
    2. reviewing and approving transactions (either (1) individually or (2) as part of a series or (3) if aggregated with other transactions involving the same Interested Person during the same financial year) equal to or exceeding 3.0% but below 5.0% of the value of RHT’s net tangible assets based on the latest audited accounts. Such transactions shall be reviewed and approved prior to such transactions being entered into, on the basis that the transactions are on commercial terms and are consistent with similar types of transactions made by the Trustee-Manager with third parties that are unrelated to the Trustee-Manager; and
    3. reviewing and approving transactions (either (1) individually or (2) as part of a series or (3) if aggregated with other transactions involving the same Interested Person during the same financial year) equal to or exceeding 5.0% of the value of RHT’s net tangible assets based on the latest audited accounts. Such transactions will be reviewed and approved prior to such transactions being entered into, on the basis described in the preceding paragraph, by the ARMC which may, as it deems fit, request advice on the transaction from independent sources or advisers. Further, under the Listing Manual, such transactions would have to be approved by the Unitholders at a meeting of Unitholders duly convened and held in accordance with the provisions of the Trust Deed of RHT.

TERMS OF REFERENCE OF THE NOMINATING COMMITTEE("NC")

Objectives

The main objective of the NC shall be to make recommendations to the Board on all Board appointments. The NC shall decide how the Board’s performance is to be evaluated and develop objective performance criteria which address how the Board has enhanced long-term Unitholders’ value. It shall also implement a process for assessing the effectiveness of the Board as a whole and for assessing the contribution of each individual Director to the effectiveness of the Board. The Chairman will review the results of the performance evaluation of the Board, and where appropriate, propose new members to be appointed to the Board of Directors or seek the resignation of Directors, in consultation with the NC.

Roles and Function
The duties and functions of the NC shall include the following:

  1. Review the Board composition which includes the structure, size and mix annually and recommend to the Board any new Board appointments, whether Executive or Non-executive Directors, including their membership and chairmanship of any Board Committees.
  2. Review and assess candidates for directorships (including executive directorships) before making recommendations to the Board for the appointment of Directors.
  3. Recommend to the Board the selection, appointment and re-nomination for re-election or re-appointment of Directors (including alternate Directors, if applicable) in accordance with the Trustee-Manager’s Articles of Association, having regard to the following factors which shall not be exhaustive in any respect:
    • the composition and progressive renewal of the Board;
    • the respective Director’s contribution to the effectiveness of the Board as a whole;
    • the respective Director’s competencies, commitment, contribution and performance (e.g. attendance, preparedness, participation and candour), including if applicable such contribution and performance as an independent Director;
    • the respective Director’s appointment on Board Committees (as a member or Chairman);
    • the respective Director’s age, date of first appointment to the Board, date of last re-election or re-appointment;
    • the respective Director’s unitholding in RHT and its related corporations;
    • the respective Director’s current directorships and past directorships held in the preceding three years in related corporations of RHT and in other listed companies and other major appointments; and
    • if the respective Director has multiple Board representations, whether sufficient time and attention is given to the affairs of each company.
  4. Recommend to the Board the responsibilities of Non-executive Directors, including their membership and chairmanship of Board committees.
  5. Recommend the appointment of suitable persons for the senior key executive positions, including that of Chief Executive Officer (“CEO”), Chief Operating Officer (“COO”), Chief Financial Officer (“CFO”) or other Executive Officers of equivalent rank.
  6. Determine annually, and as and when circumstances require, whether or not a Director is independent in the manner provided in the Business Trusts Regulations and bearing in mind the circumstances set forth in Guidelines 2.3 and 2.4 as set out in the Code of Corporate Governance 2012 (as may be amended, supplemented or replaced from time to time) (“CG Code 2012”) and any other salient factors. If the NC considers that a Director who has one or more of the relationships mentioned therein can be considered independent, it shall provide its views to the Board for the Board’s consideration. Conversely, the NC has the discretion to consider that a Director is not independent even if he does not fall under the circumstances set forth in CG Code 2012 Guidelines 2.3 or 2.4, and should similarly provide its views to the Board for the Board’s consideration.
  7. Decide whether or not a Director is able to and has been adequately carrying out his duties as a Director, taking into consideration the Director’s number of listed company Board representations and other principal commitments, and determine the maximum number of listed company Board representations which any Director may hold.
  8. Implement and carry out the process of assessing the effectiveness of the Board as a whole, and the contribution by each individual Director to the effectiveness of the Board. Individual evaluation should aim to assess whether each Director continues to contribute effectively and demonstrate commitment to the role (including commitment of time to the Board and Board Committee meetings, and other duties).
  9. Decide on how the performance of the Board, the Board Committees and Directors may be evaluated and recommend to the Board for approval, objective performance criteria for such purpose, which may be changed subsequently where circumstances deem it necessary. In addition to any relevant performance criteria which may be proposed, the performance evaluation should also consider RHT’s unit price performance over a five-year period vis-à-vis the Singapore Straits Times Index and a benchmark index of its industry peers.
  10. Consider the various disclosure requirements relating to Directors (in particular, those required by regulatory bodies such as the Singapore Exchange Securities Trading Limited) and ensure that the Trustee-Manager has provided adequate disclosure in RHT’s Annual Report on key information regarding its Directors and its process for assessment of the Board and the Directors.
  11. Review of training and professional development programmes for the Board.
  12. Carry out such other duties and functions as may be agreed to by the NC and/or directed by the Board.

TERMS OF REFERENCE OF THE REMUNERATION COMMITTEE ("RC")

Objectives

The primary objective of the RC is to recommend to the Board a framework and specific remuneration package for the Directors and the CEO of RHT TM.

With regard to remuneration, the RC will review the framework of remuneration and the specific remuneration packages for the Directors and the key executive officers of the Trustee-Manager. The RC shall cover all aspects of remuneration, including but not limited to, Directors’ fees, salaries, allowances, bonuses, options and benefits-in-kind.

Roles and Functions

  1. The duties and functions of the RC are as follows:
    1. Review, determine and recommend to the Board for endorsement the Trustee-Manager’s compensation structure or framework for remuneration of its Directors and CEO to ensure that the framework is appropriate and sufficient to attract, retain and motivate the Directors and CEO of the required quality to run RHT successfully.
    2. Determine and recommend to the Board for endorsement the specific remuneration packages for each of the Directors and CEO of the Trustee-Manager upon recruitment, and thereafter on an annual basis to review such remuneration, determine and recommend to the Board for endorsement any appropriate adjustments, including any variable components in such remuneration, which may be performance-related or designed to align the interests of the Directors and CEO with those of the Unitholders of RHT.
    3. Liaise with the Board, the NC and Management, as appropriate, on the measurement and assessment of (a) the corporate performance of the Trustee-Manager and the Group and where appropriate, relative to other companies or its competitors, and (b) the performance and level of contribution of the individual Directors and the CEO, as a prelude to reviewing, determining and recommending (as appropriate) the remuneration for each Director and the CEO.
    4. Review and recommend to the Board other incentive schemes and compensation policies of the Trustee-Manager and the remuneration of senior management (CEO and direct reports to CEO).
    5. Review whether Executive Directors and key management personnel of the Trustee-Manager should be eligible for benefits under long-term incentive schemes and evaluate the costs and benefits of the long-term incentive schemes.
    6. Review the Trustee-Manager’s obligations arising in the event of termination of the Executive Directors and key management personnel’s contracts of service, to ensure that such contracts of service contain fair and reasonable termination clauses which are not overly generous.
    7. Consider the various disclosure requirements for Directors’ remuneration (in particular, those required by regulatory bodies such as the Singapore Exchange Securities Trading Limited) and ensure that the Trustee-Manager has provided adequate disclosure in RHT’s Annual Report on the remuneration of its Directors and key executives in the manner prescribed by such disclosure requirements.
    8. Carry out such other duties and functions as may be agreed to by the RC and/or directed by the Board.
  2. The remuneration or remuneration packages referred to in this terms of reference shall cover all aspects of remuneration, including but not limited to Directors’ fees, salaries, allowances, bonuses, options, unit-based incentives and awards, and benefits-in-kind offered and/or to be offered by the Trustee-Manager for employment or directorship.
  3. The remuneration or remuneration packages of the Non-executive Directors of the Trustee-Manager shall be subject to prior approval by the Unitholders of the Trustee-Manager.
  4. In performing its duties and functions, the RC will take into account certain principles and issues on Board remuneration.
  5. The Independent Directors on the RC will annually review and approve the total remuneration of the Directors, Executive Officers and other employees who are related to the controlling shareholder of the Trustee-Manager or the Controlling Unitholder and/or the Directors.

DIRECTORSHIPS

And other major appointments over the last 3 years

Name of Director Current Directorships and other major appointments Past appointments over the last 3 years
Vivek Mehra
  1. Jubilant Life Sciences Limited
  2. Embassy Office Parks Management Services Private Limited
  3. Grassroot Trading Network For Women
  4. Bharat Hotels Limited
  5. The Asthma, Bronchitis & Cancer Lung Foundation of India1
  6. Lawrence School Sanawar Society2
  7. HT Media Limited
  8. DLF Limited
  9. Clean Solar Power (Hiriyur) Pvt. Ltd.

(1)Treasurer of The Asthma, Bronchitis & Cancer Lung Foundation of India
(2) Member on Board of Governors of Lawrence School Sanawar Society

  1. Support Services Management Pvt Ltd
  2. Coopers & Lybrand Pvt Ltd
  3. PricewaterhouseCoopers India Coordination Company
  4. Hero Future Energies Pvt Ltd
Gurpreet Singh Dhillon
  1. Fortis Global Healthcare Infrastructure Pte. Ltd.
  2. RHT Health Trust Services Pte. Ltd. (formerly known as Religare Healthtrust Services Pte. Ltd.)
  3. BD Asset Management Pte. Ltd.
  4. One and Only Holdings Ltd.
  1. Treelife Holdings Pte. Ltd.
Pawanpreet Singh Nil Nil
Eng Meng Leong
  1. ACTS College Limited (Non-Executive Director)
  1. Libra Group Limited
  2. 3Cnergy Limited
  3. Croesus Retail Asset Management Pte. Ltd.
Sydney Michael Hwang
  1. Justinian Private Limited
  2. Michael Hwang Chambers LLC
  3. Linyi Investments Pte. Ltd.
  4. Memories of the East Pte. Ltd.
  5. Singapore Dance Theatre Limited
  6. YTL Starhill Global REIT Management Limited
  7. Chief Justice, Dubai International Financial Centre (“DIFC”) Courts, UAE
  8. Head, DIFC Dispute Resolution Authority, UAE
Nil
Dr Yogendra Nath Mathur
  1. Maharaj Jagat Singh Medical Relief Society(1)
  2. RSSB Education & Environment Society(2)
  3. Radha Soami Satsang Beas Society(3)

(1) Member of Maharaj Jagat Singh Medical Relief Society
(2) President of RSSB Education & Environment Society
(3) Joint Secretary of Radha Soami Satsang Beas Society

NIL
Peter Joseph Seymour Rowe
  1. AMP Capital Investors Limited(1)
  2. AMP Investment Services Pty Ltd.
  3. Herbert Smith Freehills (Consultant)
  4. Southern Highlands Botanic Garden Limited
  5. UBS Grocon Real Estate Investment Management Pty Ltd
  6. PEC Investments Pty Ltd
  7. PEC Management Pty Ltd
  8. IPAC Asset Management Limited(2)
  9. National Mutual Funds Management Ltd.(2)

(1) Chairman of the Managed Investments Scheme Compliance Committees
(2) External Member of the Managed Investments Scheme Compliance Committee

  1. Investa Listed Funds Management Limited
  2. Mission Australia Housing Limited
  3. Mission Australia Housing (Victoria) Limited
  4. GFM Investment Holdings Pty Ltd
  5. GFM Investment Services Pty Ltd
  6. GFM Investment Management Pty Ltd