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 in order 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 has opted for the early adoption of the Code of Corporate Governance 2018 (“CG Code 2018”) as its benchmark for best corporate governance practices and has established policies and practices with the CG Code 2018 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 2018. Any deviations from the CG Code 2018 are explained in this CG Report.
Principle 1:The company is headed by an effective Board which is collectively responsible and works with Management for the long-term success of the company.
The Board of RHT TM (the “Board”) comprises of seven Directors, of which two are Alternate Directors. All Directors are fiduciaries who are required to act objectively at all times in the best interests of RHT and RHT TM as well as hold Management accountable for the performance of RHT. The Trustee-Manager has established a Code of Conduct which is set out in its Employee Handbook. Employees are required to familiarise themselves and comply as part of upholding high standards of integrity in business operations and conduct. The Board also plays a pivotal role in setting the appropriate tone-from-the-top and organisational culture as well as ensuring proper accountability within RHT and RHT TM.
Currently, three out of five of the Directors on the Board 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 recuse himself from the discussions and abstain from voting on the transaction. The same resolution is also required to be approved by all the Independent Directors. 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.
A briefing is also conducted by senior management to provide the new Directors with 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 with no prior experience as a Director of a listed company 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 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. 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 Corporate Governance Guidebooks published by the Singapore Institute of Directors which were purchased by RHT TM.
The Trustee-Manager has formalised the following matters which are specifically reserved for decision and approval 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.
Currently, the Audit & Risk Management Committee (“ARMC”) which has been set up with its own terms of reference, assists the Board in the discharge of its duties. The ARMC assists the Board by reviewing significant financial reporting issues and considers the report of the external auditor and internal auditor. The ARMC also oversees the risk management framework and policies of RHT and has oversight of the internal audit function. The names of the ARMC members and its terms of reference (which includes its objectives, roles and functions) can be found on pages 39-42 of the Annual Report.
The Nominating Committee (“NC”) and the Remuneration Committee (“RC”) was dissolved on 25 February 2019 following the completion of the disposal of the entire asset portfolio of RHT (the “Disposal”) on 15 January 2019, where RHT has ceased to have any business operations and has become a cash trust. The duties of the NC and RC will be undertaken by the Board.
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 FY2019, 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 Vivek Mehra(1)||10||8||-||-||1||1||-||-|
|Mr Daljit Singh(2)||10||1||-||-||-||-||-||-|
|Mr Gurpreet Singh Dhillon(1)||10||8||-||-||-||-||-||-|
|Mr Pawanpreet Singh(3)||10||7||-||-||-||-||-||-|
|Dr Yogendra Nath Mathur(1)||10||8||6||6||1||1||-||-|
|Mr Sydney Michael Hwang(1)||10||6||-||-||1||1||1||1|
|Mr Peter Joseph Seymour Rowe(1)||10||8||6||6||-||-||1||1|
|Mr Eng Meng Leong(1)||10||8||6||6||-||-||1||1|
|Mr Tan Bong Lin(4)||10||2(4)||6||-(7)||-||-||-||-|
|Mr Ashish Bhatia(5)||10||-(5)||6||-(5)||-||-||-||-|
|Dr Chan Boon Kheng(6)||10||3(6)||-||-||-||-||-||-|
|Mr Loh Min Jiann(6)||10||3(6)||6||-(8)||-||-||-||-|
|Mr Meghraj Arvindrao Gore(5)||10||-(5)||-||-||-||-||-||-|
|Dr Ronnie Tan Keh Poo(4)||10||2(4)||6||-(7)||-||-||-||-|
|Dr Wong Chiang Yin(4)||10||2(4)||6||-(7)||-||-||-||-|
The calendar for Board and Committee meetings are arranged one year in advance to allow for better planning. Board papers are to be sent to the Board approximately five business days before the meeting takes place. 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 FY2019, management provided the Board with regulator updates on the Proposed Disposal as well as RHT TM’s cash flow requirements to continue operations. Updates were also provided to the Board on the exploration of post Disposal plans for RHT. On an on-going basis, where there are material variances against the forecasted and actual financial figures, explanations would be provided.
Directors are also entitled to request for separate and independent access to management, the Company Secretary and external professionals. 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. Where there should be any proposed change to the Company Secretary, Board approval will be obtained. The change of Company Secretary on 22 August 2018 was approved by the Board.
Principle 2: The Board has an appropriate level of independence and diversity of thought and background in its composition to enable it to make decisions in the best interests of the company.
There are seven Directors on the Board of RHT TM, of which two are Alternate Directors. A majority, or three out of five Directors, including the Chairman of the Board, are Independent and Non-Executive Directors. The remaining two Directors are Non-Executive and Non-Independent Directors. The two Alternate Directors are also Non-Executive and Non-Independent Directors.
The BTR provides that:
The Board determines the independence of each Director annually, or as and when required. The Board having carried out its assessment for FY2019, considered and found Mr Tan Bong Lin, Dr Ronnie Tan Keh Poo and Dr Wong Chiang Yin to be independent from:
Mr Ashish Bhatia, Dr Chan Boon Kheng, Mr Loh Min Jiann and Mr Meghraj Arvindrao Gore are not considered to be independent under the CG Code 2018 and/or the BTR Section 3 1 and 4 2.
The Board does not 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 39 of the Annual Report for details on the appointment dates of the Board of Directors.
The current Board comprise of seven Directors with extensive skills, knowledge and experience in various fields ranging from trading, sales, operations, business management, accounting, finance and healthcare. The age of the Directors range from the 40s to mid-60s. 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 Trustee-Manager does not currently have a Board Diversity Policy in place and will not be implementing the Board Diversity Policy until a decision is made on the next steps for RHT that would be in the best interests of all Unitholders. Approval from the Board of RHT TM on the decision taken for not implementing the Board Diversity Policy was obtained at the Board meeting held in May 2019.
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.
Having considered the scope and nature of RHT’s operations, the Board is of the view that the current size and composition of the Board allows for constructive discussion and effective decision making.
The Board, led by the independent Chairman, have met at least once during FY2019 without the presence of management for private sessions and feedback sessions.
Principle 3: There is a clear division of responsibilities between the leadership of the Board and Management, and no one individual has unfettered powers of decision-making.
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 and Independent Director, Mr Tan Bong Lin, while Mr Paul Hoahing is our CEO. Mr Tan Bong Lin and Mr Paul Hoahing 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, Mr Tan Bong Lin is responsible for leading the Board and ensuring that the Board carries out its role effectively. He promotes a culture of open interaction and constructive debate on the Board, facilitates the effective contribution of all Directors and strives towards the maintenance of high standards of corporate governance. Mr Tan also encourages constructive relations within the Board and between the Board and management, in particular, between the Board and the CEO. Mr Tan also sets the agenda for Board meetings and chairs Board meetings.
As CEO, Mr Paul Hoahing 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.
The Board does not have a Lead Independent Director due to the following reasons:
Principle 4: The Board has a formal and transparent process for the appointment and reappointment of directors, taking into account the need for progressive renewal of the Board.
As mentioned under Principle 1 on the Board’s Conduct of Affairs, the NC was dissolved on 25 February 2019 following the completion of the Disposal on 15 January 2019, where RHT has ceased to have any business operations and has become a cash trust. The duties of the NC will be undertaken by the Board.
The Trustee-Manager is of the view that the Board is able to undertake the functions of a NC because:
According to the Practice Note 4.2 issued by the Singapore Exchange Securities Trading Limited (“SGX-ST”), Rule 210(5)(a) of the SGX-ST Listing Rules does not apply to Business Trusts if the Business Trust complies with the provisions of the BTA relating to the composition of the Trustee-Manager and establishment of an audit committee. As the Trustee-Manager complies with Provision 14 and 15 of the BTA relating to composition of the Board and audit committees, the Trustee-Manager is of the opinion that the corporate governance requirement relating to the establishment of the NC has been substantively addressed.
During the search for a new Director, the Board shortlists suitable candidates for consideration 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 through external search consultants.
The Independent Directors who are appointed to the Board of RHT TM are required to put themselves up for re-nomination and re-election once every three years. The re-nominated Directors are evaluated and approved by the Board, presented to Unitholders during the Annual General Meeting (“AGM”) and approved by Stellant Capital Advisory Services Private Limited (“Stellant”) (the substantial shareholder of RHT TM).
As mentioned under Principle 2 on Board Composition and Guidance, the Board determines annually, and as and when circumstances require, if a Director is independent. Refer to Principle 2 for more details on the independence assessment carried out by the Board for FY2019. The shareholdings of the Directors in the 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 43-45 of the Annual Report. Information on the academic and professional qualifications of the Directors can be found on pages 12-13 of the Annual Report.
None of the Board members are involved in any decision of the Board in relation to his own appointment, reappointment or assessment of independence.
The Board ensures that newly appointed Directors are aware of their duties and obligations. Refer to Principle 1 on the Board’s Conduct of Affairs for more details on the induction, training and development provided to Directors.
The Board 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 Board annually and takes into consideration the Director’s number of Board representations on other listed companies and other principal commitments. The Board 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 Board is of the view that there will be no fixed limit on the number of directorships which a Director may hold but rather, the performance of each Director will be assessed as a whole.
The Board does not prohibit the appointment of Alternate Directors and monitors the ability of each Director to commit the time to discharge his duties, including attending all Board meetings. On 21 May 2019, two Alternate Directors were appointed to the Board of RHT TM.
Principle 5: The Board undertakes a formal annual assessment of its effectiveness as a whole, and that of each of its board committees and individual directors.
A formal assessment is conducted annually to determine the effectiveness of the Board as a whole, the Board Committee, as well as the contribution of the Chairman and each individual Director on the Board. 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:
The Board has agreed that the assessment of the Board’s performance will not be conducted for FY2019 due to the reconstitution of the Board by the shareholder of the Trustee-Manager on 25 February 2019. This comes after the completion of the Disposal and the distribution of the majority of the net proceeds to Unitholders. Each individual Director has not spent sufficient time on the Board of RHT TM to objectively evaluate the effectiveness of the Board as a whole, and that of each of the Board committees and individual Directors.
Principle 6: The Board has a formal and transparent procedure for developing policies on director and executive remuneration, and for fixing the remuneration packages of individual directors and key management personnel. No director is involved in deciding his or her own remuneration.
Principle 7: The level and structure of remuneration of the Board and key management personnel are appropriate and proportionate to the sustained performance and value creation of the company, taking into account the strategic objectives of the company.
Principle 8: The company is transparent on its remuneration policies, level and mix of remuneration, the procedure for setting remuneration, and the relationships between remuneration, performance and value creation.
As mentioned under Principle 1 on the Board’s Conduct of Affairs, the RC was dissolved on 25 February 2019 following the completion of the Disposal on 15 January 2019, where RHT has ceased to have any business operations and has become a cash trust. The duties of the RC will be undertaken by the Board.
The Trustee-Manager is of the view that the Board is able to undertake the functions of a RC because:
According to the Practice Note 4.2 issued by the SGX-ST, Rule 210(5)(a) of the SGX-ST Listing Rules does not apply to Business Trusts if the Business Trust complies with the provisions of the BTA relating to the composition of the Trustee-Manager and establishment of an audit committee. As the Trustee-Manager complies with Provision 14 and 15 of the BTA relating to composition of the Board and audit committees, the Trustee-Manager is of the opinion that the corporate governance requirement relating to the establishment of the RC have been substantively addressed.
In undertaking the function of the RC, the Board oversees the framework of remuneration and remuneration packages for each Director and Key Management Personnel (“KMP”). This covers all aspects of remuneration, including but not limited to Directors’ fees, salaries, allowances, bonuses, options, unit-based incentives and awards, benefits-in-kind and termination payments offered and/or to be offered by the Trustee-Manager for employment or directorship. None of the Board members are involved in any decision of the Board relating to his own remuneration.
Expert advice is sought from an appointed remuneration consultant, Aon Hewitt, in order to assist the Board in their assessment on the appropriate compensation level for KMP. 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.
A review of the level and structure of remuneration of the Board and KMP of RHT and RHT TM is conducted once a year. The Trustee-Manager has in place a performance based remuneration framework for its KMP. At present, the KMP 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. Prior to the completion of the Disposal, the performance of RHT TM was linked to the performance of RHT. The main regular source of revenue earned by RHT TM was from the fees paid by RHT to RHT TM. The fees payable by RHT to RHT TM was 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 resulted in higher revenue for RHT TM. This served to align management’s interests with that of the Trust.
Due to the cash flow issues at Fortis which resulted in late Service Fee payments to RHT, the fees payable by RHT to RHT TM was also affected. Together with the impending Disposal and uncertainty of RHT and RHT TM, the Board had decided to include a one-off incentive payment to employees in FY2019, payable upon completion of the Disposal. This was to serve to retain employees until the completion of the Disposal.
The Trustee-Manager has also elected for the variable bonus to constitute a higher proportion of the total salary payable to KMP, in order to strengthen the link between the individual’s performance and their remuneration. There are currently no short-term and long-term incentive schemes in place for KMP. KMP and employees of RHT TM are paid by the Trustee-Manager and not out of RHT’s Trust property.
Under RHT TM’s compensation structure for its Directors, Executive Directors are not paid a Director’s fee 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 Board Committees. The Directors 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 KMP. There is also no scheme to encourage Non-Executive Directors to hold units in RHT.
The remuneration framework for the Non-Executive Directors is shown in the following table:
|Type of Director||Base Fee||Variable Fee|
|Executive Director||Not applicable||Not applicable|
|Non-Executive Director||Base Fee per annum.||Chairman||Member of Committee|
|50% of Base Fee as Chairman of Board or ARMC||12.5% of Base Fee|
|25% of Base Fee as Chairman of RC or NC (1)|
(1) The RC and NC has been dissolved with effect from 25 February 2019, following the completion of the Disposal.
The above remuneration framework for the Non-Executive Directors was dissolved on 25 February 2019 and replaced with the remuneration framework below:
|Type of Director||Base Fee||Variable Fee|
|Non-Executive Director||Base Fee per annum.||Chairman||Member of Committee|
|40% of Base Fee as Chairman of Board||20% of Base Fee|
|30% of Base Fee as Chairman of ARMC|
Non-Executive Director fees are benchmarked against the market and industry levels such that the fees are sufficient to attract, retain and motivate 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’s Trust property.
Director fees paid or payable to each of the following Non-Executive Directors for FY2019 did not exceed S$250,000:
(1) Resigned from the Board of RHT TM with effect from 25 February 2019.
(2) Appointed to the Board of RHT TM with effect from 25 February 2019.
In addition, Director Fees for the following Nominated Directors who have been nominated by Stellant to be appointed by the Board as additional Directors of RHT TM did not exceed S$250,000 for FY2019. The Director Fees were paid directly to Stellant.
(1)Appointed to the Board of RHT TM with effect from 21 May 2019.
(2)Appointed to the Board of RHT TM with effect from 26 November 2018.
(3)Appointed to the Board of RHT TM with effect from 26 November 2018. He resigned as Non-Executive and Non-Independent Director with effect from 25 February 2019.
(4)Appointed to the Board of RHT TM with effect from 26 November 2018. He resigned as Non-Executive and Non-Independent Director on 21 May 2019 and was appointed as Alternate Director to Mr Ashish Bhatia on the same day. Mr Loh Min Jiann's Director Fees are tagged to Mr Ashish Bhatia.
(5)Appointed to the Board of RHT TM with effect from 21 May 2019. Mr Meghraj Arvindrao Gore is an Alternate Director to Dr Chan Boon Kheng.
The Independent Directors who had resigned on 25 February 2019 had each received an ex-gratia payment to recognise their efforts and time leading up to the Disposal and for their overall contribution during the critical times in 2017 and 2018.
The following table shows the remuneration in bands of S$250,000, of the former Executive Directors, CEO, CFO as well as KMP of the Trustee-Manager. The KMP of the Trustee-Manager is determined based on the importance of their roles in the Trustee-Manager.
|Executive Directors||Remuneration Band||Fixed Salary||Bonus|
|Gurpreet Singh Dhillon||S$ 750,001–1,000,000||66%||34%|
|Pawanpreet Singh||S$ 500,001–750,000||53%||47%|
(1)Resigned as Executive Director with effect from 25 February 2019 and as CEO with effect from 31 March 2019.
(2)Resigned as Executive Director with effect from 26 November 2019 and as CFO with effect from 30 April 2019.
|Key Management||Remuneration Band||Fixed Salary||Bonus|
|Tan Kang Fun(2)||-||-||-|
|Tan Suan Hui(3)||S$ 250,001–500,000||53%||47%|
(1)Appointed as CEO on 1 April 2019.
(2)Appointed as CFO on 1 May 2019.
(3)Resigned as Head of Compliance and Investor Relations with effect from 31 May 2019.
Dr Ramnik Ahuja who was employed as the Vice President of Research and Strategy, is the spouse of Mr Pawanpreet Singh, the former CFO and Executive Director of RHT TM. Her annual remuneration fell within the band of S$50,000-100,000 in FY2019. 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 KMP 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 amounts and breakdown of remuneration of each individual Director and the CEO, as well as the total aggregate remuneration paid to KMP. 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 34 of this Annual Report.
The CG Code 2018 encourages the disclosure of the top five KMP (who are not Directors or the CEO) on a named basis in bands of S$250,000 as well as the total 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 KMP who has the authority and responsibility to assist the CEO in the strategic activities of the Trustee-Manager.
The CEO and CFO of RHT TM are currently employed on a one year contract as the Trustee-Manager is still in the process of evaluating the next steps of RHT that would be in the best interests of Unitholders. Apart from this, no other Director 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 KMP in exceptional circumstances of misstatement of financial results, or of misconduct resulting in financial loss to RHT.
Principle 9: The Board is responsible for the governance of risk and ensures that Management maintains a sound system of risk management and internal controls, to safeguard the interests of the company and its shareholders.
Having an effective and sound system of risk management and internal controls in place allows the Trustee-Manager to achieve its strategic objectives, whilst safeguarding the interests of RHT and its Unitholders. 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 was 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 was dissolved on 15 January 2019 following the Disposal as RHT is now a cash trust with minimal operations.
The IRC met 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 met 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. Prior to the completion of the Disposal, RHT also conducted quarterly 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 and adequacy 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 and effectiveness of the internal controls and risk management framework of RHT.
Based on the ARMC’s review of the internal risk management framework and internal controls which the management of RHT TM has in place, as well as the reports from the internal auditor and external auditor, and after having taken into consideration RHT’s position as a cash trust, 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 as at 31 March 2019.
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.
There were material contracts between RHT Group and Fortis Healthcare Limited (“FHL”) for the first nine months of FY2019, up till the completion of the Disposal. 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.
Principle 10: The Board has an Audit Committee (“AC”) which discharges its duties objectively.
The members of the ARMC of RHT TM are appointed from among the Board and comprise of four members, of which, three are Independent Directors. The remaining member is a Non-Executive and Non-Independent Director. The composition of the ARMC is presented in the table below:
|S/N||Name of Director||Designation on Board||Designation on ARMC|
|1.||Dr Ronnie Tan Keh Poo||Independent Director||Chairman|
|2.||Mr Ashish Bhatia||Non-Executive and Non-Independent Director||Member|
|3.||Mr Tan Bong Lin||Independent Director||Member|
|4.||Dr Wong Chiang Yin||Independent Director||Member|
The members of the ARMC bring with them the recent and relevant accounting and related financial management expertise and experience. The background and qualifications of the ARMC members are set out on pages 12-13 of the Annual Report. The ARMC does not comprise members who were previously partners of the incumbent external auditors, Ernst & Young LLP (“EY”), within a period of two years commencing on the date of their ceasing to be a partner or director or EY. The ARMC also does not comprise any member who has any financial interest in EY.
The terms of reference of the ARMC are set out on page 40-42 of the Annual 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 co-operation 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.
Prior to the completion of the Disposal, RHT’s internal audit function was outsourced to KPMG Services Pte. Ltd. (“KPMG”). KPMG is guided by the Standards for the Professional Practice of Internal Auditing set by The Institute of Internal Auditors. The scope of the internal audit covered key aspects of RHT and RHT TM’s internal controls in the areas of finance, operations, compliance and information technology. During their appointment, KPMG was given full access to all documents, records, properties and personnel, and they reported directly to the ARMC Chairman. The engagement team was also staffed with personnel who possessed the relevant qualifications and experience.
Based on the ARMC’s review of KPMG’s internal audit plan for FY2019, the resources allocated to carrying out the plan, as well as the work done by KPMG over FY2019, the ARMC is satisfied with the adequacy, effectiveness and independence of KPMG during their appointment.
The ARMC, with the concurrence of the Board, and KPMG, had decided to suspend KPMG’s internal audit work during the third quarter of FY2019 (“3QFY2019”). This was in view of the completion of the then impending Disposal where RHT has ceased to have any business operations and will become a cash trust. The internal audit function is currently performed in-house and is staffed with personnel who posses the relevant qualifications and experience.
In FY2019, the ARMC met at least once with the external auditors and internal auditors respectively, without the presence of management.
During the year, the ARMC reviewed the quarterly and full year results of FY2019, including the adequacy of disclosures and the key changes in accounting policies applied. In the review of the financial statements, the ARMC has discussed the key audit matters with management and the external auditor. The ARMC concurs with the basis and conclusions in the auditors' report with respect to key audit matters. 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 the 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 IRC on changes in key risks and policies affecting RHT. Management also provides the ARMC with quarterly reports on the follow-up actions taken to resolve prior 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 2019 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||SRL Diagnostics Limited||Revenue share from pathology operations||411,136||2.30%|
(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 2019 of S$17,912,000.
The transactions of SRL Diagnostics Limited involve the leasing out of space at various RHT Clinical Establishments to SRL Diagnostics Limited which is owned by RHC Holding Private Limited. There were no IPT entered into subsequent to the completion of the Disposal on 15 January 2019.
The role of the ARMC also includes reviewing the independence and objectivity of the external auditors. For FY2019, the ARMC noted that S$136,000 was paid to the external auditors as audit fees and S$44,000 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.
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. There were no significant matters raised through the whistleblowing channel for FY2019.
Principle 11: The company treats all shareholders fairly and equitably in order to enable them to exercise shareholders’ rights and have the opportunity to communicate their views on matters affecting the company. The company gives shareholders a balanced and understandable assessment of its performance, position and prospects.
Principle 12: The company communicates regularly with its shareholders and facilitates the participation of shareholders during general meetings and other dialogues to allow shareholders to communicate their views on various matters affecting the company.
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/her 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.
The Trustee-Manager held one AGM and one Extraordinary General Meeting (“EGM”) in FY2019, 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. The EGM was held to seek Unitholders’ approval on the Proposed Disposal of RHT’s entire asset portfolio of clinical establishments and hospitals in India to Fortis Healthcare Limited and to approve the Proposed Trust Deed Amendments. The professionals involved such as the Independent Financial Advisor and legal counsels were present at the EGM to answer questions posed by Unitholders. Our Company Secretary prepared the minutes of the AGM and EGM, which included relevant comments or questions from Unitholders. At present, minutes of general meetings are made available for Unitholders upon request. However, moving forward, minutes of all upcoming general meetings will be made available on RHT’s website.
Voting during the AGM and EGM 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 and EGM 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 and EGM, which included the number of votes cast for and against each resolution, as well as presentation materials, were disclosed via the SGXNET and RHT’s website.
RHT’s current distribution policy is to distribute at least 95.0% of its distributable income on a semi-annual basis, for every six-month period ending 30 September and 31 March. Following the Disposal, the Trustee-Manager has distributed approximately 98% of the Net Proceeds from the Disposal. The 2.0% which was retained will be used to fund the Trust’s operational requirements. The Trustee-Manager is considering various options available for RHT, including identifying any possible new business for RHT which is able to satisfy the SGX-ST’s requirements for a new listing, or the winding up of RHT and distribution of any remaining cash after deducting any expenses incurred therefrom to the Unitholders. Pending that determination, the Trustee-Manager will not be making any further distribution of distributable income arising from the current assets of RHT.
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 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.
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. Contact details for investor related queries are also published on the RHT website. The Investor Relations Policy has been approved by the Board and is published on RHT’s website.
Principle 13: The Board adopts an inclusive approach by considering and balancing the needs and interests of material stakeholders, as part of its overall responsibility to ensure that the best interests of the company are served.
RHT has identified its key stakeholders based on the level of influence each stakeholder has on RHT’s business decisions and RHT’s level of dependence on them. Following the completion of the Disposal, RHT’s key stakeholders includes investors and Unitholders as well as the Board. The following methods are taken to engage our key stakeholders:
|Investors and Unitholders||
Refer to Principle 11 and 12 on pages 31-32 of the Annual Report for more details on engagement with investors and Unitholders.
Refer to Principle 1 on pages 17-20 of the Annual Report for more details on engagement with the Board.
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.
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:
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.
|No.||Fee Payable by RHT||Rationale for Fee|
The base fee ("Base Fee") is 0.4% per annum of the value of the Trust Property5 , and paid quarterly in arrears.
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 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.
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.
As mentioned in the 15 January 2019 announcement on the completion of the Disposal, the Trustee-Manager had elected to (a) receive 33% of the Performance Fee to which it is entitled, and (b) waive its entitlement to the remaining 67% of the Performance Fee.
|(2)|| Trustee Fee
The trustee fee (“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 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.|
3Business space includes, but is not limited to, space used for information technology, information technology enabled services (includes various services ranging from call centres, claims processing, medical transcription, e- customer relationship management, supply chain management to back office operations such as accounting, data processing and data mining), high tech, science, healthcare, education, accommodation, business, industrial, logistics, warehousing and office purposes and such other supporting amenities.
4Up till February 2018. Subsequent to February 2018, the Promoters are no longer the controlling shareholder of FHL, and in turn, RHT TM.
5“Trust Property” has the meaning ascribed to it in the Business Trusts Act.
6“Distributable 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:
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).
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).
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.
As mentioned in the 15 January 2019 announcement on the completion of the Disposal, the Trustee-Manager had elected to waive its entitlement to the Divestment Fee in its entirety.
The development fee (“Development Fee”) will be 2.0% of the total project costs 7 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.|
Asset Management Fee
The asset management fee (“Asset Management Fee”) will be 1.0% of the total Gross Revenue 8 for asset management services provided in respect of assets in the Trust Property, and paid quarterly in arrears.
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 “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.
8 “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|
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:
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
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 Tan Bong Lin, Chairman||25 February 2019|
|Mr Ashish Bhatia, Non-Executive and Non-Independent Director||21 May 2019|
|Dr Chan Boon Kheng , Non-Executive and Non-Independent Director||26 November 2018|
|Mr Loh Min Jiann, Non-Executive and Non-Independent Director||Resigned on 21 May 2019|
|Dr Ronnie Tan Keh Poo, Independent Director||25 February 2019|
|Dr Wong Chiang Yin, Independent Director||25 February 2019|
|Mr Loh Min Jiann, Alternate Director to Mr Ashish Bhatia||21 May 2019|
|Mr Meghraj Arvindrao Gore, Alternate Director to Mr Chan Boon Kheng||21 May 2019|
|Mr Vivek Mehra, Non-Executive Chairman||Resigned on 25 February 2019|
|Mr Daljit Singh, Non-Executive and Non-Independent Director||Resigned on 25 February 2019|
|Mr Gurpreet Singh Dhillon, Executive Director & CEO||Resigned on 25 February 2019|
|Mr Pawanpreet Singh, Executive Director & CFO||Resigned on 26 November 2018|
|Mr Eng Meng Leong, Independent Director||Resigned on 25 February 2019|
|Mr Sydney Michael Hwang, Independent Director||Resigned on 25 February 2019|
|Dr Yogendra Nath Mathur, Lead Independent Director||Resigned on 25 February 2019|
|Mr Peter Joseph Seymour Rowe, Independent Director||Resigned on 25 February 2019|
|Board Committees & Members|
|Audit & Risk Management Committee||Nominating Committee3||Remuneration Committee3|
|Dr Ronnie Tan Keh Poo, Chairman||Mr Sydney Michael Hwang, Chairman||Mr Eng Meng Leong, Chairman2|
|Mr Ashish Bhatia||Mr Vivek Mehra2||Mr Sydney Michael Hwang2|
|Mr Tan Bong Lin||Dr Yogendra Nath Mathur2||Mr Peter Joseph Seymour Rowe2|
|Dr Wong Chiang Yin|
|Mr Loh Min Jiann1|
|Mr Peter Joseph Seymour Rowe, Chairman2|
|Mr Eng Meng Leong2|
|Dr Yogendra Nath Mathur2|
1Resigned on 21 May 2019.
2Resigned on 25 February 2019.
3Dissolved with effect from 25 February 2019. This comes after the completion of the Disposal on 15 January 2019, where RHT has ceased to have any business operations and has become a cash trust.
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:
Roles and Function
The duties and functions of the ARMC shall include the following:
Risk Management and Internal Controls
Internal & External Audit Processes
Interested Person Transactions and Conflicts of Interest
Other areas of responsibility of the ARMC include:
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|
|Mr Tan Bong Lin||
|Mr Ashish Bhatia||
|Dr Chan Boon Kheng||
|Mr Loh Min Jiann||
|Mr Meghraj Arvindrao Gore Hwang||
|Dr Ronnie Tan Keh Poo||
|Dr Wong Chiang Yin||