Corporate
Governance Statement The Financial Conduct Authority requires all companies with a Premium Listing to comply with The UK Corporate Governance Code (the “Code”). Aseana Properties is a Jersey incorporated company with a Standard Listing on the UK Listing Authority’s Official List and is therefore not subject to the Code. The following explains how the principles of governance are applied to the Company. THE BOARD TThe Company currently has a Board of three (3) non-executive Directors, including the non-executive Chairman. The brief biographies of the following Directors appear on page 14 of the Annual Report 2018: ROLE
OF THE BOARD OF DIRECTORS The Board’s role is to provide entrepreneurial leadership to the
Group, within a framework of prudent and effective controls, enabling
risks to be assessed and managed. The Board sets the Group’s
strategic objectives, monitors and reviews the Group’s operational
and financial performance, ensures the Group has sufficient
funding, and examines and approves disposal of the Group’s assets
in a controlled, orderly and timely manner. The Board also sets the
Group’s values and standards and ensures that its obligations to its
shareholders and other stakeholders are met. The implementation
of the Group’s strategy was delegated to the Development Manager
and its performance was regularly assessed by the Board. MEETINGS
OF THE BOARD OF DIRECTORS The Board meets at least four (4) times a year and at such other
times as the Chairman shall require. During the year ended 31
December 2018, the Board met eight (8) times and their respective
attendance are as follows: To enable the Board to discharge its duties effectively, all Directors
receive accurate, timely and clear information, in an appropriate
form and quality, including Board papers distributed in advance of
Board meetings. The Board periodically will receive presentations
at Board meetings relating to the Group’s business and operations,
significant financial, accounting and risk management issues. All
Directors have access to the advice and services of the Development
Manager, Company Secretary and advisers, who are responsible to
the Board on matters of corporate governance, board procedures
and regulatory compliance. BOARD
BALANCE AND INDEPENDENCE Being an externally-managed company, the Board consists solely of
non-executive Directors of which Mohammed Azlan Hashim is the
non-executive Chairman. Notwithstanding that Ferheen Mahomed,
the representative of Legacy Essence Limited, being appointed as
the Non-Independent Non-Executive Director of the Company, the
Board considers the Director to be independent, being independent
of management and also having no business relationships which
could interfere materially with the exercise of her judgement. PERFORMANCE
APPRAISAL The Board undertakes an annual evaluation of its own performance
and that of its Committees and individual Directors. In November
2018, the evaluation concluded that the performance of the Board,
its Committees and each individual Director was and remains
effective and that all Directors demonstrate full commitment in their
respective roles. The Directors are encouraged to continually attend
training courses at the Company’s expense to enhance their skills
and knowledge in matters that are relevant to their role on the Board.
The Directors also receive updates on developments of corporate
governance, the state of economy, management strategies and
practices, laws and regulations, to enable effective functioning of
their roles as Directors. RE-ELECTION OF DIRECTORS The Company’s Articles of Association states that all Directors
shall submit themselves for election at the first opportunity after
their appointment, and shall not remain in office for longer than
three years since their last election or re-election without submitting
themselves for re-election. At the Annual General Meeting held on
2 July 2018, no agenda on the directors’ retirement by rotation was
tabled as the Directors concerned had earlier informed the Board of
their intention to step down at the conclusion of the Annual General
Meeting, in line with the Board’s plan to reduce operating costs of
the Company during the divestment period. BOARD
COMMITTEES The Board has established Audit, Nomination, Remuneration and
Management Engagement Committees which deal with specific
aspects of the Company’s affairs, each of which has written terms of
reference which are reviewed annually. Necessary recommendations
are then made to the Board for its consideration and decisionmaking.
No one, other than the committee chairman and members
of the relevant committee, is entitled to be present at a meeting of
board committees, but others may attend at the invitation of the
board committees for presenting information concerning their areas
of responsibility. During the year, the Nomination Committee and
the Remuneration Committee were merged and the Management
Engagement Committee was dissolved with the Board assuming
all delegated responsibility, to streamline the operation in line with
the Directors’ intention to reduce cost of operating the Company
during the divestment period. Copies of the terms of reference are
kept by the Company Secretary and are available on request at the
Company’s registered office at 12 Castle Street, St. Helier, Jersey,
JE2 3RT, Channel Islands. AUDIT COMMITTEE The Audit Committee consists of two (2) members and is currently
chaired by Gerald Ong Chong Keng, who replaces Christopher
Henry Lovell following his resignation from the Board during
the year. The other member is Mohammed Azlan Hashim. The
Committee members have no links with the Company’s external
auditor and are independent of the Company’s management. The
Board considers that collectively the Audit Committee has sufficient
recent and relevant financial experience with the ability to discharge
its duties properly, through extensive service on the Boards and
Audit Committees of other listed companies. Representatives of the auditor, the Chief Financial Officer and
President of the Development Manager may attend by invitation. Since the start of the financial year ended 31 December 2018, the Audit Committee performed its duties as set out in the terms of
reference. The main activities carried out by the Audit Committee
encompassed the following: NOMINATION & REMUNERATION COMMITTEE The Nomination & Remuneration Committee is chaired by Gerald
Ong Chong Keng. The other committee member is Mohammed Azlan
Hashim. The Committee meets annually and at any such times as
the Chairman of the Nomination & Remuneration Committee shall
require. The Committee met once during the year and the meeting
was attended by all committee members and other Board members
at the invitation of the Nomination & Remuneration Committee. FINANCIAL REPORTING The Board aims to present a fair, balanced and understandable
assessment of the Group’s position and prospects in all reports to
shareholders, investors and regulatory authorities. This assessment
is primarily provided in the half-yearly report and the Annual Report
through the Chairman’s Statement, Development Manager’s Review
Statement, Financial Review Statement and Directors’ Report. INTERNAL AUDIT The Board has confirmed that the systems and procedures employed
by the Development Manager, including the work carried out by the
internal auditor of the Development Manager, provide sufficient
assurance that a sound system of risk management and internal
control is maintained. An internal audit function specific to the
Group is therefore considered not necessary. However, the Directors
will continue to monitor if such need is required. AUDITORS The Audit Committee’s responsibilities include monitoring and
reviewing the performance and independence of the Company’s
Auditor. Crowe U.K. LLP was appointed in December 2018 to
replace KPMG LLP which had been the Company’s Auditor since
November 2010. RISK MANAGEMENT AND INTERNAL CONTROL The Board is responsible for the effectiveness of the Group’s risk
management and internal control systems and is supplied with
information to enable it to discharge its duties. Such systems are
designed to meet the particular needs of the Group and to manage
rather than eliminate the risk of failure to meet business objectives
and can only provide reasonable, and not absolute, assurance
against material misstatement or loss. The process is based
principally on the Development Manager’s existing risk-based
approach to risk management and internal control. The Board has established frameworks, policies and procedures to
comply with the requirement of the Bribery Act 2010 (the “Bribery
Act”) and Market Abuse Regulation (“MAR”). In respect of the former,
the Development Manager had set up a legal and compliance
function for the purposes of implementing the anti-corruption and
anti-bribery policy. Training and briefing sessions were conducted
for the Development Manager’s senior management and
employees. Compliance reviews will be carried out as and when
required to ensure the effectiveness of the policy. In respect of
dealing by employees and Directors of the Company, the Company
has a Dealing Code which imposes restrictions on dealings in its
securities by Persons Discharging Managerial Responsibilities
(“PDMR”) and certain employees who have been told the clearance
procedures apply to them. The Company also has a Group-
Wide Dealing Policy and a Dealing Procedures Manual. These
policies have been designed to ensure that the PDMR and other
employees of the Company and its subsidiaries do not misuse
or place themselves under suspicion of misusing information
about the Group which they have and which is not public. RELATIONSHIP WITH SHAREHOLDERS The Board is committed to maintaining good communications with
shareholders and has designated the Development Manager’s
President, Chief Financial Officer and designated members of its
senior management as the principal spokepersons with investors,
analysts, fund managers, the press and other interested parties. The
Board is informed of material information provided to shareholders
and is advised on their feedback. The Board has also developed
an understanding of the views of major shareholders about the
Company through meetings and teleconferences conducted by the
financial adviser and the Development Manager. In addition, the
Company seeks to regularly update shareholders through stock
exchange announcements, press releases and participation in
roadshows. ANNUAL GENERAL MEETING ("AGM") The AGM is the principal forum for dialogue with shareholders. At
and after the AGM, investors are given the opportunity to question
the Board and seek clarification on the business and affairs of the
Group. All Directors attended the 2018 AGM, held on 2 July 2018 at
the Company’s registered office.
• Mohammed Azlan Hashim (Non-Executive Chairman)
• Gerald Ong Chong Keng
• Ferheen Mahomed
In line with the objectives of the realisation process, David Harris, John Lynton Jones and Christopher Henry Lovell stepped down from the Board at the conclusion of the 2018 Annual General Meeting so
as to reduce the Company’s ongoing costs and decrease the size of the Board. Nicholas John Paris resigned as a non-executive Director
on 19 March 2019. Consequently, he ceased as a member of the
Audit Committee and Nomination & Remuneration Committee. The
Board is in the process of identifying a suitable replacement Director.
The Board did not appoint a Chief Executive or a Senior Independent Director since its incorporation as it did not consider it appropriate
given the nature of the Group’s business and that the Group’s
property portfolio is externally managed by Ireka Development
Management Sdn. Bhd. (the “Development Manager”). On 21 March
2019, the Development Manager submitted a notice to terminate its
appointment under the Management Agreement. The termination is
subject to a three (3)-month notice period. Following the notice of
termination, the Development Manager has indicated that it would
be prepared to work with the Board to facilitate a smooth and orderly
transition of the operations of Aseana Properties, currently carried
out by the Development Manager, to Aseana Properties itself or to
third parties. The Board will be deliberating on the various options
available to it in managing the executive functions and administrative
functions of Aseana Properties including to identify a replacement for
the Development Manager, to identify and appoint senior executives
to oversee the operations of Aseana Properties, and also to identify
and appoint divestment specialists to lead the orderly disposal of
the assets.
Appropriate level of directors’ and officers’ liability insurance is maintained by the Company.
Name of Directors
Attendance
Mohammed Azlan Hashim
Christopher Henry Lovell
(resigned w.e.f. 2 July 2018)
David Harris
(resigned w.e.f. 2 July 2018)
John Lynton Jones
(resigned w.e.f. 2 July 2018)
Gerald Ong Chong Keng
Nicholas John Paris
(resigned w.e.f. 19 March 2019)
Ferheen Mahomed7/8
5/5
5/5
5/5
8/8
8/8
6/8
The Chairman is responsible for leadership of the Board, ensuring
effectiveness in all aspects of its role and setting its agenda. Matters
referred to the Board are considered by the Board as a whole and no individual has unrestricted powers of decision. Together, the
Directors bring a wide range of experience and expertise in business,
law, finance and accountancy, which are required to successfully
direct and supervise the business activities of the Group.
The Committee meets at least twice a year and at such other times
as the Chairman of the Audit Committee shall require. Any member
of the Audit Committee or the auditor may request a meeting if they
consider that one is necessary. The Committee met four (4) times
during the year and their respective attendance are as follows:
Name of Directors
Attendance
Gerald Ong Chong Keng
Mohammed Azlan Hashim
Christopher Henry Lovell
(resigned w.e.f. 2 July 2018)
Nicholas John Paris (appointed w.e.f. 2 July
2018
and resigned w.e.f. 19 March 2019)4/4
4/4
2/2
2/2
The Committee is responsible for:
During the year ended 31 December 2018, the Nomination &
Remuneration Committee carried out its functions as set out in its
terms of reference which are summarised below:
The Audit Committee has reviewed the significant reporting issues
and judgements made in connection with the preparation of the
Group’s financial statements including significant accounting
policies, significant estimates and judgements. The Audit Committee
has also reviewed the clarity, appropriateness and completeness of
disclosures in the financial statements.
Pursuant to audit and ethical standards, the auditor is required
to assess and confirm to the Board their independence, integrity
and objectivity. The Auditor had carried out this assessment
and considered themselves to be independent, objective and in
compliance with the Ethical Standard for Auditors published by the
UK Financial Reporting Council and the Code of Ethics issued by
the Institute of Chartered Accountants in England and Wales.
During the year, the Board discharged its responsibility for risk
management and internal control through the following key
procedures:
To promote effective communication, the Company has a website, www.aseanaproperties.com through which shareholders and investors can access relevant information.
Notices of the AGM and related papers are sent out to shareholders
in good time to allow for full consideration prior to the AGM. Each
item of special business included is accompanied by an explanation
of the purpose and effect of a proposed resolution. The Chairman
declares the number of votes received for, against and withheld in
respect of each resolution after the shareholders and proxies present
have voted on each resolution. An announcement confirming
whether all the resolutions have been passed at the AGM is made
through the London Stock Exchange.
On behalf of the Board
MOHAMMED AZLAN HASHIM
Director
GERALD ONG CHONG KENG
Director
30 April 2019