CORPORATE GOVERNANCE OVERVIEW STATEMENT
for the financial year ended 30 June 2020
YTL Hospitality REIT ("YTL REIT" or "Trust") was established on 18
November 2005 pursuant to a trust deed (as amended and restated)
("Deed") entered into between Pintar Projek Sdn Bhd ("PPSB" or
"Manager") and Maybank Trustees Berhad ("Trustee"), as the
manager and trustee, respectively, of the Trust. YTL REIT has been
listed on the Main Market of Bursa Malaysia Securities Berhad
("Bursa Securities") since 16 December 2005.
The Board of Directors of PPSB ("Board") is firmly committed to ensuring that the Manager implements and operates good corporate governance practices in its overall management of the Trust and its subsidiaries ("YTL REIT Group" or "Group"). In implementing its system of corporate governance, the Directors have been guided by the measures set out in the Guidelines on Listed Real Estate Investment Trusts ("REIT Guidelines") and the Malaysian Code on Corporate Governance ("Code") issued by the Securities Commission Malaysia ("SC"), and the Main Market Listing Requirements of Bursa Securities ("Listing Requirements").
The Code was issued in April 2017 and the revised REIT Guidelines were issued in March 2018, following which, in April 2018, Bursa Securities announced amendments to the Listing Requirements intended to streamline the regulatory roles of the SC and Bursa Securities and introducing new measures, including additional corporate governance requirements for real estate investment trusts listed on Bursa Securities.
The Board's progress in implementing these requirements during the financial year ended 30 June 2020 is detailed in this statement, together with its targeted timeframes for measures expected to be implemented in the near future, where applicable.
PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS
The Role of the Manager
YTL REIT is managed and administered by PPSB, with the primary objectives of:
|(a)||providing unitholders of the Trust ("Unitholders") with stable cash distributions with the potential for sustainable growth, principally from the ownership of properties; and|
|(b)||enhancing the long-term value of YTL REIT's units ("Units").|
The Manager is required to ensure that the business and operations of YTL REIT are carried on and conducted in a proper, diligent and efficient manner, and in accordance with acceptable and efficacious business practices in the real estate investment trust industry in the countries in which the Trust owns assets, namely Malaysia, Japan and Australia. Subject to the provisions of the Deed, the Manager has full and complete powers of management and must manage YTL REIT (including all assets and liabilities of the Trust) for the benefit of its Unitholders.
The Board recognises that an effective corporate governance framework is critical in order to achieve these objectives, to fulfil its duties and obligations and to ensure that YTL REIT continues to perform strongly.
The general functions, duties and responsibilities of the Manager include the following:
|(a)||to manage the YTL REIT Group's assets and liabilities for the benefit of Unitholders;|
|(b)||to be responsible for the day-to-day management of the YTL REIT Group;|
|(c)||to carry out activities in relation to the assets of the YTL REIT Group in accordance with the provisions of the Deed;|
|(d)||to set the strategic direction of the YTL REIT Group and submit proposals to the Trustee on the acquisition, divestment or enhancement of assets of the Group;|
|(e)||to issue an annual report and quarterly reports of YTL REIT to Unitholders within 2 months of YTL REIT's financial year end and the end of the periods covered, respectively; and|
|(f)||to ensure that the YTL REIT Group is managed within the ambit of the Deed, the Capital Markets and Services Act 2007 (as amended) and other applicable securities laws, the Listing Requirements, the REIT Guidelines and other applicable laws.|
Responsibilities of the Board
The Manager is led and managed by an experienced Board with a wide and varied range of expertise. This broad spectrum of skills and experience gives added strength to the leadership, thus ensuring the Manager is under the oversight and guidance of an accountable and competent Board. The Directors recognise the key role they play in charting the strategic direction, development and control of the Manager.
Key elements of the Board's stewardship responsibilities include:
|•||Reviewing and adopting strategic plans for the YTL REIT Group to ensure long term, sustainable value creation for the benefit of its stakeholders;|
|•||Overseeing the conduct of the YTL REIT Group's business operations and financial performance, including the economic, environmental and social impacts of its asset portfolio;|
|•||Identifying and understanding the principal risks affecting the YTL REIT Group's businesses in order to determine the appropriate risk appetite within which management is expected to operate;|
|•||Maintaining sound risk management and internal control frameworks, supported by appropriate mitigation measures;||•||Succession planning; and||•||Overseeing the development and implementation of Unitholder communication policies.|
The Board is led by the Executive Chairman who is responsible for
instilling good corporate governance practices, leadership and
effectiveness of the Board.
There is a balance of power, authority and accountability between the Executive Chairman, Tan Sri Dato' (Dr) Francis Yeoh Sock Ping, and the Chief Executive Officer, Dato' Mark Yeoh Seok Kah, with a clear division of responsibility between the running of the Board and the Group's business respectively. The positions of the Executive Chairman and the Chief Executive Officer are separate and clearly defined, and are held by different members of the Board.
The Executive Chairman is responsible for leadership of the Board in ensuring the effectiveness of all aspects of its role, and is primarily responsible for leading the Board in setting the values and standards of the Group, the orderly and effective conduct of the meetings of the Board and Unitholders, maintaining a relationship of trust with and between the Executive and Non-Executive Directors, ensuring the provision of accurate, timely and clear information to Directors, facilitating the effective contribution of Non-Executive Directors and ensuring that constructive relations are maintained between Executive and Non-Executive Directors.
The Chief Executive Officer is responsible for, amongst others, overseeing the day-to-day running of the business, implementation of Board policies and strategies in making of operational decisions, serving as the conduit between the Board and the Management in ensuring the success of the Group's governance and management functions, ensuring effective communication with Unitholders and relevant stakeholders, providing strong leadership, ie, effectively communicating the Board's vision, management philosophy and business strategy to employees and keeping the Board informed of salient aspects and issues concerning the Group's operations.
The Chief Executive Officer and Executive Directors are accountable to the Board for the profitability and development of the YTL REIT Group, consistent with the primary aim of enhancing long-term Unitholder value. The Independent Non-Executive Directors have the experience and business acumen necessary to carry sufficient weight in the Board's decisions and the presence of these Independent Non-Executive Directors brings an additional element of balance to the Board as they do not participate in the day-today running of YTL REIT.
The differing roles of Executive and Non-Executive Directors are delineated, both having fiduciary duties to Unitholders. Executive Directors have a direct responsibility for business operations whereas Non-Executive Directors have the necessary skill and experience to bring an independent and objective judgment to bear on issues of strategy, performance and resources brought before the Board. The Executive Directors are responsible for the Manager's operations and for ensuring that the strategies proposed by the executive management are fully discussed and examined, and take account of the long term interests of the Unitholders.
In the discharge of their responsibilities, the Directors have established functions which are reserved for the Board and those which are delegated to management. Key matters reserved for the Board's approval include overall strategic direction, business expansion and restructuring plans, material acquisitions and disposals, expenditure over certain limits, issuance of new securities and capital alteration plans. Further information on authorisation procedures, authority levels and other key processes can also be found in the Statement on Risk Management & Internal Control set out in the Annual Report.
The Board believes sustainability is integral to the long-term success of the YTL REIT Group. Further information on the Group's sustainability activities can be found in the Managing Sustainability section in the Annual Report.
Board Meetings and Procedures
Board meetings are scheduled with due notice in advance at least
four times a year in order to review and approve the interim and
annual financial statements. Additional meetings may also be
convened on an ad-hoc basis when significant issues arise relating
to the Trust. The Board met four times during the financial year
ended 30 June 2020.
The Directors have full and unrestricted access to all information pertaining to the business and affairs of the YTL REIT Group to enable them to discharge their duties. At least one week prior to Board meetings, all Directors receive the agenda together with a comprehensive set of Board papers containing information relevant to the business of the meeting. This allows the Directors to obtain further explanations or clarifications, where necessary, in order to be properly briefed before each meeting.
Board papers are presented in a consistent, concise and comprehensive format, and include, where relevant to the proposal put forward for the Board's deliberation, approval or knowledge, progress reports on the YTL REIT Group's operations and detailed information on corporate proposals, major fund-raising exercises and significant acquisitions and disposals. Where necessary or prudent, professional advisers may be on hand to provide further information and respond directly to Directors' queries. In order to maintain confidentiality, Board papers on issues that are deemed to be price-sensitive may be handed out to Directors during Board meeting.
The minutes of the Board and/or Board Committee meetings are circulated and confirmed at the next meeting. Once confirmed, the minutes of the Board Committee meetings are subsequently presented to the Board for notation..
The Board is supported by a professionally-qualified and competent
Company Secretary. The Company Secretary, Ms Ho Say Keng, is
a Fellow of the Chartered Association of Certified Accountants, a
registered member of the Malaysian Institute of Accountants and
an affiliate member of the Malaysian Institute of Chartered
Secretaries and Administrators, and is qualified to act as Company
Secretary under Section 235(2)(a) of the Companies Act 2016.
The Company Secretary ensures that Board procedures are adhered to at all times during meetings and advises the Board on matters including corporate governance issues and the Directors' responsibilities in complying with relevant legislation and regulations. The Company Secretary works very closely with management for timely and appropriate information, which will then be passed on to the Directors.
In accordance with the Board's procedures, deliberations and conclusions in Board meetings are recorded by the Company Secretary, who ensures that accurate and proper records of the proceedings of Board meetings and resolutions passed are recorded and kept in the statutory register at the registered office of the Manager.
During the financial year under review, the Company Secretary attended training, seminars and regulatory briefings and updates relevant for the effective discharge of her duties. The Company Secretary briefed the Board on any salient changes reflected in the REIT Guidelines and amendments to the Listing Requirements which affect the Manager and the Trust. The Company Secretary also carried out an ongoing review of existing practices in comparison with any new or amended measures introduced or made in the Code.
The Board's Charter clearly sets out the role and responsibilities of the Board, Board Committees, Directors and Management and the issues and decisions reserved the Board. The Board Charter is reviewed and updated periodically when necessary. A copy of the charter can be found under the "Governance" section on the Trust's website at www.ytlhospitalityreit.com.
Business Conduct and Ethics
The Directors observe and adhere to the Code of Ethics for Company Directors established by the Companies Commission of Malaysia, which encompasses the formulation of corporate accountability standards in order to establish an ethical corporate environment.
The Manager is also guided by the corporate culture of its parent company, YTL Corporation Berhad ("YTL Corp"), which has an established track record for good governance and ethical conduct. The Code of Conduct and Business Ethics, which also sets out the whistleblowing policy and procedures, was formalised for the YTL Group of Companies ("YTL Group") during the last financial year ended 30 June 2019 and further updated during the current year under review, following the adoption and implementation of the YTL Group's Anti-Bribery and Corruption Policy, as detailed in the following section. A copy of the Code of Conduct and Business Ethics can be found on the Trust's website at www.ytlhospitalityreit.com,
Anti-Bribery and Corruption Policy ("ABC Policy")
During the financial year under review, the ABC Policy was formalised for the YTL Group. The objective of the ABC Policy is to further enforce the YTL Group's Code of Conduct and Business Ethics in order to ensure that all Directors and employees understand their responsibilities in compliance with the YTL Group's zero tolerance for bribery and corruption within the organisation. This is in line with the new corporate liability provision in Section 17A of the Malaysian Anti-Corruption Commission Act 2009 ("MACC Act") which came into force on 1 June 2020.
The ABC Policy was deliberated and approved by the Board on 20 February 2020. It outlines YTL Group's strategies in identifying, preventing and managing bribery and corruption issues. The policies and procedures put in place are guided by the Guidelines on Adequate Procedures issued pursuant to Section 17A(5) of MACC Act. The ABC Policy applies to all Directors, managers and employees of the Manager in dealing with external parties in the commercial context. The policy will be reviewed at least once every three years to ensure that it continues to remain relevant, appropriate and effective to enforce the principles highlighted therein and to ensure continued compliance with the prevailing law. A copy of the ABC Policy can be found on the Trust's website at www.ytlhospitalityreit.com.
A comprehensive implementation plan has been established to communicate and disseminate the ABC Policy throughout the YTL Group through online training modules and other communication methods. Previously planned town hall sessions have been substituted with more electronic communications in compliance with the physical distancing guidelines implemented in response to the COVID-19 pandemic.
All directors and employees of the YTL Group are required to read and understand the ABC Policy and the Code of Conduct and Business Ethics, successfully complete the online training modules to reinforce their understanding of the policy and sign the YTL Group's Integrity Pledge in acknowledgement of their obligations and responsibilities.
Compliance with the ABC Policy will be monitored closely, both on an ongoing basis and in conjunction with the annual assessment of the Group's corruption risks. The annual risk assessment is carried out to identify the corruption risks to which the Group is exposed and the appropriateness of the mitigation measures established to minimise the exposure to these risks.
Composition of the Board
The Board currently comprises 8 Directors consisting of 5 executive members and 3 non-executive members, all of whom are independent.
The Independent Directors currently comprise 37.5% of the Board. This is in compliance with the provisions of the Listing Requirements and the REIT Guidelines for at least one-third of the Board to be independent. The Directors are cognisant of the recommendation in the Code for the board to comprise a majority of independent directors, and will assess the composition and size of the Board on an ongoing basis to ensure the needs of the Trust are met. The Board is of the view that the current Independent Non-Executive Directors have the experience and business acumen necessary to carry sufficient weight in the Board's decisions, and act in the best interests of the Unitholders.
Board and Senior Management Appointments
The appointment of Directors is undertaken by the Board as a
whole whereby the Executive Chairman and/or the Chief Executive
Officer make recommendations on the suitability of candidates
nominated for appointment to the Board and, thereafter, the final
decision lies with the entire Board to ensure that the resulting mix
of experience and expertise of members of the Board is sufficient
to address the issues affecting the Manager. The Board is of the
view that its current practice and procedures are suitable and
appropriate to fulfil the needs of the Trust and to comply with the
applicable Listing Requirements. As previously reported, the Board
will continue to assess the necessity of delegating this function
to a separate nominating committee and will do so if it is deemed
appropriate at the relevant time.
In its deliberations, the Board is required to take into account the integrity, professionalism, skill, knowledge, diversity, expertise and experience of the proposed candidate. Nevertheless, in identifying future candidates, the Board will also endeavour to utilise independent sources including external human resources consultants and specialised databases, as appropriate.
Meanwhile, members of senior management are appointed by the Executive Chairman and/or the Chief Executive Officer based relevant industry experience and with due regard for diversity in skills, experience, age, background and gender.
The Board has not yet established a formal policy on diversity or set gender diversity targets and, as there are currently no female directors on the Board, the Manager has not met the target of 30% women directors set out in the Code. However, the Directors understand the importance of having a diverse Board to leverage on varying perspectives, experience and expertise required to achieve effective stewardship and management, and will, therefore, include a review of initiatives towards achieving a more diverse Board as part of the periodic assessment of the Board's composition.
Evaluation of the Board
The Board intends to carry out a formal evaluation process during
the forthcoming year involving an assessment of the effectiveness
of each individual Director and the Board as a whole, with the
objectives of assessing whether the Board and the Directors
continue to effectively perform its/their roles and fulfil its/theirs
responsibilities, and devote sufficient time commitment to the
Group's affairs, in addition to recommending areas for improvement.
The assessment exercise will be facilitated by the Company Secretary and take the form of completion of questionnaires/evaluation forms comprising a Board Effectiveness Evaluation Form, Individual Director Performance Evaluation Form and Independent Directors' Evaluation Form. As recommended in the Code, the Board will endeavour to utilise independent experts to facilitate the evaluation process, as and when appropriate.
Directors' remuneration is decided in line with the objective
recommended by the Code to determine the remuneration for
Directors so as to attract and retain Directors of the calibre needed
to successfully carry on the Manager's operations. The Executive
Directors' remuneration consists of basic salary, other emoluments
and other customary benefits as appropriate to a senior management
member. In general, the component parts of remuneration are
structured so as to link rewards to the overall performance of YTL
REIT. In the case of Non-Executive Directors, the level of remuneration
reflects the contribution, experience and responsibilities undertaken
by the particular non-executive concerned.
As previously reported, the Board has continued to assess the need to delegate this function to a separate committee and concluded that, its current practice and procedures remain suitable and appropriate to fulfil the needs of the Trust and are in compliance with the Listing Requirements. In this context it is pertinent to note that the Directors and senior management are remunerated by the Manager and not by YTL Hospitality REIT.
The following tables provide an overview of the remuneration of the Directors for the financial year ended 30 June 2020:-
|Remuneration of Executive and Non-Executive Directors for the financial year ended 30 June 2020|
|Salaries and other emoluments
|Meeting attendance allowances
|Range of remuneration per annum|
|RM50,000 and below|
|RM200,001 – RM400,000|
|RM1,000,001 – RM2,000,000|
|RM2,000,001 and above|
Note:- Details of the remuneration of individual directors and members of senior management are not disclosed as the Directors and senior management are remunerated by the Manager and not by YTL Hospitality REIT.
The Directors are fully cognisant of the importance and value of attending seminars, training programmes and conferences in order to
update themselves on developments and changes in the REIT industry, as well as wider economic, financial and governance issues to
enhance their skills, knowledge and expertise in their respective fields. The Board will continue to evaluate and determine the training
needs of its Directors on an ongoing basis.
All the Directors have undergone training programmes during the financial year ended 30 June 2020. The conferences, seminars and training programmes attended by one or more of the Directors covered the following areas:-
|▶||Corporate Governance/Risk Management and Internal Controls/
|●||Bursa Malaysia Diversity Xperience (2 October 2019)||Dato' Tan Guan Cheong|
|●||Evaluating Effective Internal Audit Function Audit Committees Guide on How To |
(15 October 2019)
|Dato' Tan Guan Cheong|
|●||Bursa Malaysia – "Integrated Reporting: Communicating Value Creation" Programme |
(16 October 2019)
|Dato' Tan Guan Cheong|
|●||Bursa Malaysia's Workshop on Corporate Liability Provision (Section 17A) of the MACC Act 2009 (4 November 2019)||Dato' Tan Guan Cheong|
|●||The Securities Commission Malaysia's Audit Oversight Board Conversation with Audit Committees (8 November 2019)||Dato' Tan Guan Cheong|
|●||Integrated Reporting for Directors of Public Listed Companies (12 March 2020)||
Tan Sri Dato' (Dr) Francis Yeoh Sock Ping
Dato' Mark Yeoh Seok Kah
Dato' Ahmad Fuaad Bin Mohd Dahalan
Dato' Hj Mohamed Zainal Abidin Bin Hj Abdul Kadir
Dato' Zainal Abidin Bin Ahmad
Yeoh Keong Shyan
|▶||Leadership and Business Management/Corporate Responsibility/Sustainability|
|●||Bursa Malaysia's Thought Leadership Series – Sustainability Inspired Innovations: Enablers of the 21st Century (23 September 2019)||
Dato' Tan Guan Cheong|
Dato' Zainal Abidin Bin Ahmad
|●||YTL Leadership Conference 2019 (15 November 2019)||
Tan Sri Dato' (Dr) Francis Yeoh Sock Ping|
Dato' Mark Yeoh Seok Kah
Dato' Yeoh Seok Kian
Dato' Tan Guan Cheong
Dato' Ahmad Fuaad Bin Mohd Dahalan
Dato' Hj Mohamed Zainal Abidin Bin Hj Abdul Kadir
Dato' Zainal Abidin Bin Ahmad
Yeoh Keong Shyan
|●||MIRA Evening Talk and Networking: US – China Trade War: Its Impact on Business and Consumers in ASEAN (9 October 2019)||Dato' Tan Guan Cheong|
|●||Malaysia REIT Forum 2019 – Opportunities in the New Malaysia (31 October 2019)||
Dato' Tan Guan Cheong|
Dato' Ahmad Fuaad Bin Mohd Dahalan
Dato' Zainal Abidin Bin Ahmad
PRINCIPLE B: EFFECTIVE AUDIT AND RISK MANAGEMENT
Integrity in Financial Reporting
The Directors are responsible for ensuring that financial statements
of the Trust are drawn up in accordance with applicable approved
accounting standards in Malaysia, the REIT Guidelines and the
Deed. The Statement of Directors' Responsibilities made pursuant
to paragraph 15.26(a) of the Listing Requirements is set out in
the Annual Report.
In presenting the financial statements, the Manager has used appropriate accounting policies, consistently applied and supported by reasonable and prudent judgments and estimates. The Directors also strive to ensure that financial reporting presents a fair and understandable assessment of the position and prospects of YTL REIT. Interim financial statements are reviewed by the Audit Committee and approved by the Directors prior to release to the relevant regulatory authorities.
The Manager has in place an Audit Committee which comprise of
three Independent Non-Executive Directors, in compliance with
the Code, namely Dato' Tan Guan Cheong, Dato' Ahmad Fuaad Bin
Mohd Dahalan and Dato' Zainal Abidin Bin Ahmad. The Chairman
of the Audit Committee is Dato' Tan Guan Cheong, in accordance
with the recommendations of the Code that the chairman of the
audit committee should not be the chairman of the board.
The members of the Audit Committee possess a wide range of necessary skills to discharge their duties, and are financially literate and able to understand matters under the purview of the Audit Committee including the financial reporting process. The members of the Audit Committee also intend to continue to undertake professional development by attending training to keep themselves abreast of relevant developments in accounting and auditing standards, practices and rules.
The Audit Committee holds quarterly meetings to review matters including the YTL REIT Group's financial reporting, the audit plans for the financial year and recurrent related party transactions, as well as to deliberate the findings of the internal and external auditors.
The Audit Committee met four times during the financial year ended 30 June 2020. Full details of the composition and summary of the work carried out by the Audit Committee during the financial year can be found in the Audit Committee Report set out in the Annual Report. This information and the terms of reference of the Audit Committee are available under the "Governance" section on the Trust's website at www.ytlhospitalityreit.com.
The Audit Committee has established formal and professional arrangements for maintaining an appropriate relationship with the Trust's external auditors, HLB Ler Lum PLT ("HLB"). The external auditors also attend each AGM in order to address clarifications sought pertaining to the audited financial statements by Unitholders. During the last financial year ended 30 June 2019, the Terms of Reference of the Audit Committee were updated to include the establishment of policies to assess the suitability, objectivity and independence of external auditors. These policies include a requirement that a former key audit partner must observe a cooling-off period of two years before being appointed as a member of the Audit Committee.
Details of the audit and non-audit fees paid/payable to HLB for the financial year ended 30 June 2020 are as follows:-
|Statutory audit fees paid/payable to HLB||89||118|
|Non-audit fees paid/payable to HLB||5||5|
Risk Management & Internal Control
The Board acknowledges its overall responsibility for maintaining
a sound system of risk management and internal control to safeguard
the investment of the Unitholders and the assets of the YTL REIT
Group, and that these controls are designed to provide reasonable,
but not absolute, assurance against the risk of occurrence of
material errors, fraud or losses.
Details of the YTL REIT Group's system of risk management and internal control are contained in the Statement on Risk Management & Internal Control and the Audit Committee Report as set out in the Annual Report.
Conflicts of Interest and Related Party Transactions
The Deed provides that the Manager, the Trustee and any delegate
of either of them shall avoid conflicts of interest arising or, if
conflicts arise, shall ensure that the YTL REIT Group is not
disadvantaged by the transaction concerned. The Manager must
not make improper use of its position in managing the YTL REIT
Group to gain, directly or indirectly, an advantage for itself or for
any other person or to cause detriment to the interests of Unitholders.
In order to deal with any conflict-of-interest situations that may arise, any related party transaction, dealing, investment or appointment carried out for or on behalf of the YTL REIT Group involving parties related to the Trust must be executed on terms that are the best available to the Trust and which are no less favourable than an arm's length transaction between independent parties.
The Manager may not act as principal in the sale and purchase of real estate, securities and any other assets to and from the YTL REIT Group. "Acting as principal" includes a reference to:
|(a)||dealing in or entering into a transaction on behalf of a person associated with the Manager;|
|(b)||acting on behalf of a corporation in which the Manager has a controlling interest; or|
|(c)||the Manager acting on behalf of a corporation in which the Manager's interest and the interests of its Directors together constitute a controlling interest.|
In addition, the Manager must not, without the prior approval of the
Trustee, invest any moneys available for investment under the Deed
in any securities, real estate or other assets in which the Manager
or any officer of the Manager has a financial interest or from which
the Manager or any officer of the Manager derives a benefit.
In dealing with any related party transactions that may arise, the Manager ensures that the provisions in the REIT Guidelines and the Listing Requirements pertaining to related party transactions are fully complied with in any applicable transactions.
The Manager's internal audit function is undertaken by the Internal
Audit department of YTL Corp ("YTLIA"). YTLIA reports directly to
the Audit Committee of YTL Corporation Berhad and to the Board
on matters pertaining to the Manager and the Trust.
The Head of Internal Audit, Mr Choong Hon Chow, is a member of the Malaysian Institute of Accountants and a fellow member of the Association of Chartered Certified Accountants (ACCA) UK. He started his career with the external audit division of a large public accounting firm before moving on to the internal audit profession in public listed companies and gained valuable and extensive internal audit experiences covering many areas of diversified commercial businesses and activities. He has a total of 37 years of internal and external audit experience.
YTLIA comprises 9 full-time personnel. The personnel of YTLIA are free from any relationships or conflicts of interest which could impair their objectivity and independence.
The internal audit function adopts the framework based on the International Standards for the Professional Practice of Internal Auditing issued by the Institute of Internal Auditors.
The activities of the internal audit function during the year under review included:-
|•||Developing the annual internal audit plan and proposing this plan to the Board;|
|•||Conducting scheduled internal audit engagements, focusing primarily on the effectiveness of internal controls and recommending improvements where necessary;|
|•||Conducting follow-up reviews to assess if appropriate action has been taken to address issues highlighted in audit reports;and|
|•||Presenting audit findings to the Board for consideration.|
Further details of the YTL REIT Group's internal audit function are contained in the Statement on Risk Management & Internal Control and the Audit Committee Report as set out in the Annual Report.
PRINCIPLE C: INTEGRITY IN CORPORATE REPORTING AND MEANINGFUL RELATIONSHIP WITH STAKEHOLDERS
Communication with Unitholders
The Manager values dialogue with Unitholders and investors as a
means of effective communication that enables the Board to
convey information about the YTL REIT Group's performance,
corporate strategy and other matters affecting Unitholders' interests.
The Board recognises the importance of timely dissemination of
information to Unitholders and, accordingly, ensures that they are
well informed of any major developments of YTL REIT. Such
information is communicated through the annual report, the Trust's
various disclosures and announcements to Bursa Securities, including
quarterly and annual results, and the corporate website.
Corporate information, annual financial results, governance information, business reviews and future plans are disseminated through the Annual Report, whilst current corporate developments are communicated via the Trust's website, www.ytlhospitalityreit.com, in addition to prescribed information, including financial results, announcements, circulars, prospectuses and notices, which is released through the official website of Bursa Securities.
The Executive Chairman, Chief Executive Officer and Executive Directors meet with analysts, institutional Unitholders and investors throughout the year to provide updates on strategies and new developments. However, price-sensitive information and information that may be regarded as undisclosed material information about YTL REIT is not disclosed in these sessions until after the requisite announcements to Bursa Securities have been made.
Whilst efforts are made to provide as much information as possible to its Unitholders and stakeholders, the Directors are cognisant of the legal and regulatory framework governing the release of material and sensitive information so as to not mislead its Unitholders. Therefore, the information that is price-sensitive or that may be regarded as undisclosed material information about the YTL REIT Group is not disclosed to any party until after the prescribed announcement to Bursa Securities has been made.
Conduct of General Meetings
The AGM is the principal forum for dialogue with Unitholders. The
Board provides opportunities for Unitholders to raise questions
pertaining to issues in the Annual Report and operational performance
of YTL REIT for the financial year. The Notice of AGM is sent to
Unitholders at least 28 days prior to the AGM in accordance with
the Code, which also meets the criteria of the Listing Requirements
and Companies Act 2016 which require the Notice of AGM to be
sent 21 days prior to the AGM, thus allowing Unitholders to make
The Executive Chairman, Chief Executive Officer and Executive Directors take the opportunity to present a comprehensive review of the progress and performance of YTL REIT and provide appropriate answers in response to Unitholders' questions during the meeting thereby ensuring a high level of accountability, transparency and identification with YTL REIT's strategy and goals. The Directors are mindful of the recommendation under the Code that all directors must attend general meetings and fully appreciate the need for their attendance at all such meetings.
Extraordinary general meetings are held as and when required to seek Unitholders' approval. The Chief Executive Officer and Executive Directors take the opportunity to fully explain the rationale for proposals put forth for approval and the implications of such proposals for the Trust and to reply to Unitholders' questions.
Where applicable, each item of special business included notice of the meeting is accompanied by an explanatory statement for the proposed resolution to facilitate full understanding and evaluation of the issues involved. All resolutions are put to the vote by electronic poll voting and an independent scrutineer is appointed to verify poll results. The results of the electronic poll voting are announced in a timely matter, usually within half an hour of the voting process to enable sufficient time for the results to be tabulated and verified by the independent scrutineer.
In view of the ongoing COVID-19 pandemic, the forthcoming eighth AGM will be held on a fully virtual basis, the details of which can be found in the Notice of Annual General Meeting in the Annual Report.
This statement was approved by the Board on 30 July 2020.