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: • 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. 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. Appropriate level of directors’ and officers’ liability insurance is maintained by the Company. 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: 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 Mahomed 7/8 5/5 5/5 5/5 8/8 8/8 6/8 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. 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. 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. 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 Representatives of the auditor, the Chief Financial Officer and President of the Development Manager may attend by invitation. The Committee is responsible for: monitoring, in discussion with the auditor, the integrity of the financial statements of the Group, any formal announcements relating to the Group’s financial performance and reviewing significant financial reporting judgements contained in them; reviewing the Group’s internal financial controls and risk management systems operated by the Development Manager; making recommendations to the Board in relation to the appointment, re-appointment and removal of the external auditor and approving the remuneration and terms of engagement of the external auditor to be put to the shareholders for their approval in general meetings; reviewing and monitoring the external auditor’s independence and objectivity and effectiveness of the audit process, taking into consideration relevant UK professional and regulatory requirements; developing and implementing policy on engagement of the external auditor to supply non-audit services; and reporting to the Board any matters in respect of which it considers that action or improvement is needed and making recommendations as to the steps to be taken. 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: reviewing the audit plan with the Group’s Auditor; reviewing and discussing the Audit Committee Report with the Group’s Auditor; reviewing the draft Audited Financial Statements as contained in the draft Annual Report together with the Group’s Auditor before tabling to the Board for consideration and approval; reviewing other published financial information including the half year results and results announcements before tabling to the Board for consideration and approval; considering the independence of the auditor; and • reviewing the auditor’s performance and made a recommendation for the reappointment of the Group’s auditor by shareholders. 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. 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: regularly reviewing the structure, size and composition (including skills, knowledge and experience) of the Board and making recommendations to the Board with regard to any change; considering the re-appointment or re-election of any Directors at the conclusion of their specified term of office or retiring in accordance with the Company’s Articles of Association; identifying and nominating for the approval of the Board, candidates to fill Board vacancies as and when they arise; considering any matter relating to the continuation in office of any Director at any time; determining and agreeing with the Board the framework for the remuneration of the Directors; and setting the remuneration for all Directors. 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. 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. 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. 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. 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. During the year, the Board discharged its responsibility for risk management and internal control through the following key procedures: clearly defined delegation of responsibilities to the committees of the Board and to the Development Manager, including authorisation levels for all aspects of the business; regular and comprehensive information provided to the Board covering financial performance and key business indicators; a detailed system of budgeting, planning and reporting which is approved by the Board and monitoring of results against budget with variances being followed up and action taken, where necessary; and regular visits to operating units and projects by the Board. 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. To promote effective communication, the Company has a website, www.aseanaproperties.com through which shareholders and investors can access relevant information. 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. 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