Al-`Aqar Healthcare REIT Annual Report 2018

BOARD CHARTER ESSENCE OF CORPORATE GOVERNANCE 71 1. INTRODUCTION The Board of Directors of the Manager (the Board) regards corporate governance as vitally important to the success of Al-`Aqar business and is committed to apply and ensure that the following principles of good governance is practised in all of its business dealings in respect of its unitholders and relevant stakeholders:  The Board is the focal point of the corporate governance system. It is ultimately accountable and responsible for the performance and affairs of Al-`Aqar.  All Board members are expected to act in a professional manner, thereby upholding the core values of integrity and enterprise with due regard to their fiduciary duties and responsibilities.  All Board members are responsible for achieving a high level of good governance. This Board Charter shall constitute and form an integral part of each Director’s duties and responsibilities. 2. OBJECTIVE The objectives of this Board Charter are to ensure that all Board members acting on behalf of the Manager are aware of their duties and responsibilities as Board members and the various legislations and regulations affecting their conduct and to ensure that the principles and practices of good corporate governance are applied in all their dealings in respect, and on behalf of Al-`Aqar. 3. THE BOARD 3.1 Role The key roles of the Board are to: a) Guide the corporate strategies and directions of the Manager (including acquisition and divestment of Authorised Investment); b) Oversee the proper conduct of the Manager (including budgeting approval and all other financial matters); c) Set the guidelines for internal controls; d) Ensure compliance with the Relevant Laws and Requirements; e) Determine and approve the distribution amounts to Unitholders and payment of the Management Fee; and f) Evaluate and approve the acquisition and divestment of Authorised Investment. 3.2 Composition and Board Balance The composition of the Board of Directors is as follows: 1) 1 Non-Independent Non-Executive Chairman 2) 4 Non-Independent Non-Executive Directors 3) 3 Independent Non-Executive Directors 4) 1 Non-Independent Executive Director Practice 4.1 of the MCCG 2017 states that at least half of the board comprises independent directors. At present, the Board comprises 30% of independent directors and therefore yet to be in line with Practice 4.1. The Board believes that the interests of Unitholders would be better served by a Chairman and a team of Board members who act collectively in the best overall interests of Unitholders. As the Chairman is representing JCorp which ultimately has substantial interest in the Fund, he is well placed to act on behalf of Unitholders and in their best interests. Practice 4.5 of the MCCG 2017 also states that for Large Companies (companies on the FTSE Bursa Malaysia Top 100 Index or companies with market capitalisation of RM2 billion and above), the Board must have at least 30% female directors. Based on the current market capitalisation position of RM0.96 billion, Al-`Aqar is not deemed to fall under Large Companies. However, the Board is moving towards to be in line with the Practice 4.5 on gender diversity whereby the current female directors’ composition in the Board stands at 22%. 3.3 Appointments The appointment of a new Director is a matter for consideration and decision by the full Board upon appropriate recommendation from the Nomination and Remuneration Committee. New Directors are expected to have such expertise so as to qualify them to make a positive contribution to the Board performance of its duties and to give sufficient time and attention to the affairs of Al-`Aqar. The Company Secretary has the responsibility of ensuring that relevant procedures relating to the appointments of new Directors are properly executed. 3.4 Directors’ Training In addition to the Mandatory Accreditation Programme (MAP) as required by Bursa Malaysia, Board members are also encouraged to attend seminars and training programmes organised by the relevant regulatory authorities and professional bodies to broaden their knowledge and to keep abreast with the relevant changes in laws, regulations and the business environment. The Board will assess the training needs of the Directors.