YTL Hospitality REIT ("YTL REIT" or "Trust") was established on 18 November 2005 pursuant to a trust deed ("Deed") (as restated by the deed dated 3 December 2013) ("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. The Restated Deed was amended by a supplemental trust deed entered into between the Manager and the Trustee on 17 September 2014. 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 new 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 with varying implementation dates over the course of the next two to three years.

The Board's progress in implementing these new requirements during the financial year ended 30 June 2018 is detailed in this statement, together with its targeted timeframes for measures expected to be implemented in the near future, where applicable.


YTL REIT is managed and administered by PPSB, with the primary objectives of:

  1. providing unitholders of the Trust ("Unitholders") with stable cash distributions with the potential for sustainable growth, principally from the ownership of properties; and
  2. 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:

  1. to manage the YTL REIT Group's assets and liabilities for the benefit of Unitholders;
  2. to be responsible for the day-to-day management of the YTL REIT Group;
  3. to carry out activities in relation to the assets of the YTL REIT Group in accordance with the provisions of the Deed;
  4. 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;
  5. 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
  6. 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.


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 Chief Executive Officer who is responsible for instilling good corporate governance practices, leadership and effectiveness of the Board. 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-to-day 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.


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 2018.

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.


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. Upon the issuance of the revised REIT Guidelines and the amendments to the Listing Requirements during the current financial year, the Company Secretary briefed the Board of the salient changes affecting the Manager and the Trust, in addition to carrying out an ongoing review of existing practices in comparison with the new measures introduced in the Code.


The Board is in the process of formalising a charter setting out the respective roles and responsibilities of the Board, Board committees, directors and management, and the issues and decisions reserved for the Board. This process is expected to be completed in the last quarter of the 2018 calendar year. Once approved and adopted, the Board charter will also be published on the Trust's website at


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. YTL Corp's general code of conduct and ethics for employees of its group of companies is set out in an employee handbook and which is presently being revised to include the specific policies and procedures identified in the Code.


During the financial year ended 30 June 2018, Dato' Zainal Abidin Bin Ahmad was appointed as an Independent Non- Executive Director, resulting in the Board comprising 8 Directors consisting of 5 executive members and 3 non-executive members, all of whom are independent.

After the end of the financial year under review, on 12 July 2018, Dato' Tan Guan Cheong was appointed as an Independent Non-Executive Director, resulting in the Board's current composition of 9 Directors, consisting of 5 executive members and 4 non-executive members, all of whom are independent.

The Independent Directors comprised 37.5% of the Board during the financial year under review, and increased to 44.4% following the appointment of Dato' Tan Guan Cheong on 12 July 2018. 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.


The appointment of Directors is undertaken by the Board as a whole. However, the Board has reviewed the need to delegate this function to a separate committee and targets to establish a nominating committee within the next two years. Currently, the Chief Executive Officer makes 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. 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 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.


The Board expects that the formal evaluation process will be carried out by the nominating committee being contemplated for establishment in the previous section on "Board and Senior Management Appointments". The evaluation would involve an annual 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 have effectively performed its/their roles and fulfilled its/theirs responsibilities, and devoted sufficient time commitment to the Company's affairs, in addition to recommending areas for improvement.

The assessment exercise will be facilitated by the Company Secretary and is expected to 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. The Board will report on the status of this process in the next annual report of the Trust for the financial year ending 30 June 2019.


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. The Board does not currently have a separate committee to perform this function but will target to establish a remuneration committee within the next two years.

The following tables provide an overview of the remuneration of the Directors for the financial year ended 30 June 2018:-

Remuneration of Executive and Non-Executive Directors for the financial year ended 30 June 2018
  Salaries and other emoluments
Directors’ fees
Meeting attendance allowances
Executive Directors 9,629 250 - 2 9,881
Non-Executive Directors - 118 11 - 129
Range of remuneration per annum Executive Directors Non-Executive Directors
RM50,000 and below - 1
RM50,000 – RM200,000 1 2
RM200 001 – RM400,000 1 -
RM2,000,001 and above 3 -

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 2018. The conferences, seminars and training programmes attended by one or more of the Directors covered the following areas:-

Seminars/Conferences/Training Attended by
Corporate Governance ("CG")/Risk Management and Internal Controls/Legal/Technology
Case Study Workshop for Independent Directors – "Rethinking – Independent Directors: A New Frontier"
(9 November 2017)
Eu Peng Meng @ Leslie Eu
Malaysian Code on Corporate Governance 2017
(19 March 2018)
Tan Sri Dato' (Dr) Francis Yeoh Sock Ping
Dato' Yeoh Seok Kian
Dato' Mark Yeoh Seok Kah
Dato' Ahmad Fuaad Bin Mohd Dahalan
Dato' Zainal Abidin Bin Ahmad
Yeoh Keong Shyan
Mandatory Accreditation Programme for Directors of Public Listed Companies
(9 & 10 April 2018)
Dato' Zainal Abidin Bin Ahmad
Digital Transformation and Impact to Businesses
(18 May 2018)
Dato' Ahmad Fuaad Bin Mohd Dahalan
Companies Act 2016
(18 June 2018)
Tan Sri Dato' (Dr) Francis Yeoh Sock Ping
Dato' Yeoh Seok Kian
Dato' Mark Yeoh Seok Kah
Dato' Zainal Abidin Bin Ahmad
Leadership and Business Management
CG Breakfast Series: Thought Leadership Session for Directors – Leading in a Volatile, Uncertain, Complex, Ambiguous (VUCA) World
(13 October 2017)
Dato' Yeoh Seok Kian
YTL Leadership Conference 2017
(6 November 2017)
Tan Sri Dato' (Dr) Francis Yeoh Sock Ping
Dato' Yeoh Seok Kian
Dato' Mark Yeoh Seok Kah
Dato' Hj Mohamed Zainal Abidin Bin Hj Abdul Kadir
Dato' Ahmad Fuaad Bin Mohd Dahalan
Yeoh Keong Shyan


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. 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 and approved by the Directors prior to release to the relevant regulatory authorities.

The Board has established a formal and transparent arrangement for maintaining an appropriate relationship with the auditors of YTL REIT. YTL REIT's auditors report their findings to members of the Board as part of the audit process on the statutory financial statements each financial year. From time to time, the auditors highlight matters that require attention to the Board.


In April 2018, Bursa Securities announced new amendments to the Listing Requirements which include the requirement for real estate investment trusts to establish an audit committee in the management company by 31 December 2018. After the end of the financial year under review, on 16 July 2018, the Board established an Audit Committee comprising three Independent Non-Executive Directors, in accordance with 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, which 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.

It is intended that the Audit Committee will report on its activities beginning in the next annual report of the Trust to be issued for the financial year ending 30 June 2019, within the timeframe stipulated by Bursa Securities in its letter dated 2 April 2018.


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.

The Group's strong financial profile is the result of a system of internal control and risk management designed to mitigate risks which arise in the course of business. The Board acknowledges that all areas of the YTL REIT Group's business activities involve some degree of risk and is committed to ensuring that there is an effective risk management framework which allows management to manage risks within defined parameters and standards, and promotes profitability of the YTL REIT Group's operations in order to enhance Unitholder value.

The Board assumes overall responsibility for the YTL REIT Group's risk management framework. Identifying, evaluating and managing any significant risks faced by the Group is an ongoing process which is undertaken by the senior management at each level of operations, which assesses and analyses these findings and reports to the Board.

The YTL REIT Group's activities expose it to a variety of financial risks (including foreign currency exchange risk, interest rate risk, credit risk, liquidity risk, business/market risk and regulatory/ compliance risk. The Group's overall financial risk management objective is to ensure that the YTL REIT Group creates value for its Unitholders. The YTL REIT Group focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on its financial performance. Financial risk management is carried out through regular risk review analysis, internal control systems and adherence to the Group's financial risk management policies. The Board regularly reviews these risks and approves the appropriate control environment framework. Further discussion and details on the YTL REIT Group's risk management can be found in the Management Discussion & Analysis in this Annual Report.


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:

  1. dealing in or entering into a transaction on behalf of a person associated with the Manager;
  2. acting on behalf of a corporation in which the Manager has a controlling interest; or
  3. 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 its parent company, YTL Corporation Berhad ("YTLIA"). YTLIA reports directly to the Audit Committee of YTL Corp 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 35 years of internal and external audit experience.

YTLIA comprises 8 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.

During the financial year under review, the Board's functions in the risk management framework were exercised primarily by the Executive Directors through their participation in management meetings to ensure the adequacy and integrity of the system of internal control. Emphasis is placed on reviewing and updating the process for identifying and evaluating the significant risks affecting the business, and policies and procedures by which these risks are managed.

None of the weaknesses or issues identified during the review for the financial year has resulted in non-compliance with any relevant policies or procedures, listing requirements or recommended industry practices that would require disclosure in the Trust's Annual Report.

The Manager's system of internal control will continue to be reviewed, enhanced and updated in line with changes in the operating environment. The Board will seek regular assurance on the continuity and effectiveness of the internal control system through independent appraisals by YTLIA. The Board is of the view that the current system of internal control in place is effective to safeguard the interests of the YTL REIT Group.


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 company's website,, in addition to prescribed information, including financial results, announcements, circulars, prospectuses and notices, which is released through the official website of Bursa Securities.

The 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.


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 adequate preparation.

The Chief Executive Officer and Executive Directors take the opportunity to present comprehensive 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.

Voting in absentia is not applied as general meetings are always held at easily accessible locations, in the centre of Kuala Lumpur. Unitholders that are unable to attend the meetings can appoint a proxy to vote on their behalf.

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.

This statement was approved by the Board on 31 July 2018.