123 CORPORATE GOVERNANCE Competencies and Skill Set Members of the Board and the Senior Management are expected to possess the relevant knowledge, skills, competencies, functional and management experience, characteristics and mind-set to contribute effectively to the Board, as specified in the Fit and Proper Policy of the Company. Guidelines for the skill set of the Directors is summarised as below: AREAS COMPETENCIES Knowledge and Understanding of the Business/ Industrial Strategies • Experience in planning and developing corporate strategies for growth, assessing business performance, investment and financial decisions • Operates or has relevant industry experience in operating businesses • Competent and skillful in financial aspects of running a business including the ability to read, analyse and interpret financial statements Corporate Governance, Risk Management and Internal Controls • Working knowledge on duties and responsibilities of the Board, Board Committees and Directors • Hands-on experience in the fields of governance, risks and controls • Ability to understand, interpret and effectively apply legislative and regulatory changes • Knowledge on legal, regulatory and business requirements in other countries/ regions in which the company operates The Fit and Proper Assessment The Board, through the BNRC, assessed the competencies of the Directors, in accordance with the REIT Manager’s Fit and Proper Policy on Key Responsible Persons as well as Declaration by Independent Directors on an annual basis. Managing Conflict of Interest The REIT Manager’s policy requires that directors, officers and employees avoid any conflict between their own interests and the interests of the Group in dealing with suppliers, customers and other third parties, and in the conduct of their personal affairs, including transactions in securities of DRMSB, any affiliated or any non-affiliated organisation. A member of the Board who directly or indirectly has by himself, his spouse or children, any interest in any matter under discussion by the Board shall disclose to the Board the existence of such interest and nature thereof. As such, a disclosure shall be recorded in the minutes of the Board, and after the disclosure– (a) the member shall not take part nor be present in any deliberation or decision of the Board; (b) the Director shall be disregarded for the purpose of constituting a quorum of the Board relating to the matter; and (c) no act or proceedings of the Board shall be invalidated on the ground that any member of the Board has contravened the provisions of this section. Continuing Education and Development Directors play a critical role in guiding the strategy and operations of organisations, therefore, on-going education and development ensures that Directors are kept up-to-date on emerging trends, best practices, and regulatory requirements. Trainings and presentations attended and delivered by the Directors are specified in the Directors profiles on pages 104-110. CORPORATE GOVERNANCE OVERVIEW STATEMENT
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