Al-`Aqar Healthcare REIT Annual Report 2020

Governance Structure 77 Corporate Governance Statement PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (CONT’D) BOARD RESPONSIBILITIES (CONT’D) Chairman of the Board The Manager is led by a Chairman, Dato’ Haji Mohd Redza Shah bin Abdul Wahid. The Chairman provides leadership during Board meetings and acts as the conduit amongst the Board members that sparks discussions and debates which ultimately results in Board decisions. He also promotes a culture of openness and encourages active participation and allowing dissenting views to be freely expressed. Additionally, he ensures that all decisions are taken on a sound and well-informed basis, including by ensuring that all strategic and critical issues are considered by the Board. The Chairman is also present at the Annual General Meetings of the Fund and acts as the spokesperson for the Board to provide effective communication with stakeholders. The Chairman also managing the interface between the Board and the Management team and takes the lead in matters of good Corporate Governance practices and keeps abreast with new developments through participations in relevant seminars and training on the subject. Separation of Duties between Chairman and CEO The Chairman of the Board is Dato’ Haji Mohd Redza Shah bin Abdul Wahid whilst the Chief Executive Officer (“CEO”) is Wan Azman bin Ismail. Their roles are separate and clearly defined as to foster a separation of responsibilities as leader of the Board and to ensure a balance of power and authority. The Chairman is responsible for leadership of the Board, ensuring that all its required functions and responsibilities are met whilst the CEO spearheads the business and day-to-day management of the Group and to implement the strategies directed by the Board. Company Secretaries Nuraliza binti A. Rahman and Rohaya binti Jaafar are the Company Secretaries of the Manager. The Company Secretaries work closely with the Board and Board Committees and play an important role in good governance by advising the Board and its Committees in compliance with the Listing Requirements, Companies Act 2016, Guidelines on Listed Real Estate Investment Trusts and other relevant laws and regulations. The roles and responsibilities of the Company Secretaries include, but are not limited to the following: * Attend and record minutes of all Board and Committee meetings and facilitate Board communications; * Advise the Board on its roles and responsibilities as well as corporate disclosures; * Monitor corporate governance developments and assist the Board in applying governance practices to meet the Board’s needs and stakeholders’ expectations; * Ensure the adherence to the Board’s and Board Committee’s policies and procedures; * Advise the Board on its obligations to disclose material information to shareholders in a timely manner; and * Manage processes pertaining to the General Meetings. The Company Secretaries will ensure proper and timely dissemination of information to the Board members. Prior to Board meeting, the Board members receive all the necessary materials related to the meeting’s agenda, at least five days in advance. This enables the Board members to engage in informed discussions during the meetings. The Company Secretaries prepares the Board’s and Board Committee’s meeting minutes, properly recording issues deliberated, including how decisions and conclusions are arrived at. Board Charter The Board has adopted a Board Charter which is available on the Fund’s website at www.alaqar.com.my . The Board Charter defines the respective roles and responsibilities of the Board, the Board Committees, the Chairman and CEO as well as the matters reserved for the Board. The Board Charter is subject to periodic review to ensure it remains consistent with the change of law, regulatory requirement and the company’s policy that affects the Board Charter. Code of Conduct and Ethics In promoting a good business conduct and maintaining a healthy corporate culture that engenders integrity, transparency and fairness, the Board has adopted a Code of Conduct and Ethics (“the Code of Conduct”) which is integrated into company-wide management practices. The Code of Conduct applies to all activities of the Directors and employees which helps to define how the Manager runs its business by setting the highest standards of conduct throughout the company. The Code of Conduct is reviewed periodically by the Board and revised as and when appropriate.