- Code of Conduct and
- Terms of Reference of
- Terms of Reference of
Nomination and Remuneration Committee
- Terms of Reference of
Risk Management Committee
Nomination and Remuneration Committee
Risk Management Committee
The Manager holds a Capital Market and Services License (“CMSL”) issued by the Securities Commission Malaysia (“Securities Commission”) for the regulated activity of fund management in relation to asset management. As a CMSL holder, the Company must:
remain fit and proper at all times as required by the Capital Markets and Services Act 2007 (“CMSA”); and
comply with all relevant requirements, legislations, securities laws, its regulations and guidelines.
The Board of Directors (the “Board”) of the Company regards corporate governance as vitally important to the success of the Company and Sunway REIT’s business, and is unreservedly committed to applying the principles necessary to ensure that the following principles of good governance is practised in all of its business dealings in respect of its shareholders, unitholders of Sunway REIT 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 the Company and Sunway REIT;
- 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; and
this Board Charter shall constitute, and form, an integral part of each Director’s duties and responsibilities.
The objectives of this Board Charter are to ensure that all Board members acting on behalf of the Company 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 the Company and Sunway REIT.
In pursuit of the ideals in this Board Charter, the intention is to exceed "minimum legal requirements" with due consideration to recognised standards of best practices locally and internationally.
|3.1||Roles and Responsibilities of the Board|
|3.1.1||The Board is in charge of leading and managing the Company and Sunway REIT in an effective and responsible manner. It is both the legal and fiduciary duties of each Director to act in the best interest of the Company and Sunway REIT. The Directors, collectively and individually, are aware of their responsibilities to the shareholders of the Company, the unitholders of Sunway REIT and stakeholders for the manner in which the affairs of the Company and Sunway REIT are managed. The Board sets the values and standards and ensures that its obligations to its shareholders, unitholders of Sunway REIT and stakeholders are understood and met.|
|3.1.2||The Board meets at least once every quarter to facilitate the discharge of their responsibilities. Members of the Management who are not Directors may be invited to attend and speak at meetings on matters relating to their sphere of responsibility.|
|3.1.3||Duties of the Board include establishing the corporate vision and mission as well as the philosophy of Sunway REIT, providing leadership to the Manager, setting the strategic directions and overseeing the management of Sunway REIT.|
The main functions and roles of the Board are as follows:
|3.2||Composition and Board Balance|
|3.2.1||The Board consists of qualified individuals with diverse experiences, backgrounds and perspectives. The composition and size of the Board is such that it facilitates the making of informed and critical decisions, as well as champions diversity and inclusion.|
|3.2.2||The size of the Board shall be subject to the limit stipulated in the Articles of Association of the Company which provides that unless otherwise determined by a General Meeting, the number of Directors shall be not less than two (2) and not more than nine (9). At any one time, at least two (2) or one-third (1/3), whichever is higher, of the Board members shall be Independent Directors.|
|3.2.3||The Board comprises at least 30% women directors.|
The Board shall ensure that at least one (1) Director fulfils the following requirements of a licensed director (“ Licensed Director”) as prescribed by the Licensing Handbook issued by the Securities Commission:
|3.2.5||The Board shall review the composition and size of the Board and Board Committees from time to time to ensure its effectiveness, particularly in terms of its leadership and oversight of sustainability issues.|
|3.3||Independence of Independent Directors|
|3.3.1||The Board, through the Nomination and Remuneration Committee, shall assess the independence of the Independent Directors annually, taking into consideration interests disclosed by the Independent Directors and having regard to the criteria for assessing the independence of Directors under the annual Board Assessment.|
|3.3.2||The tenure of an Independent Director shall not exceed a term limit of nine (9) years. Upon completion of the nine (9) years, an Independent Director may continue serving on the Board as a Non-Independent Director.|
|3.3.3||The Independent Directors provide independent judgement, experience and objectivity without being subordinated to operational considerations. The views of the Independent Directors should carry significant weight in the Board's decision-making process.|
|3.3.4||The Independent Directors help to ensure that the interests of all shareholders, unitholders of Sunway REIT, and not only the interests of a particular fraction or group, are indeed taken into account by the Board and that the relevant issues are subjected to objective and impartial consideration by the Board.|
|3.3.5||The duty of the Senior Independent Non-Executive Director shall include:
|3.4.1||Directors are required to have the necessary qualities, competencies and experience that allows them to perform their duties and carry out the responsibilities required of the position in the most effective manner.|
|3.4.2||Directors shall at all times exercise their powers in accordance with the Companies Act 2016 for a proper purpose and in good faith in the best interest of the Company and Sunway REIT.|
|3.4.3||To ensure the quality and integrity of the Board, Directors must be persons of integrity and character. In addition, Directors are expected to display professional competence as well as ensure that their ability to discharge their duties as Directors of the Company is not affected by other directorships and commitments.|
|3.4.4||Pursuant to the CMSA, the Directors must represent and safeguard the interests of the unitholders of Sunway REIT. To this end, a Director must not:
|3.4.5||The Board shall at all times act in the best interest of the unitholders of Sunway REIT, and shall endeavour to ensure that that the Company avoid any transaction or situation that would give rise to a conflict of interest (“ COI”) between the unitholders of Sunway REIT and the Company.|
|3.4.6||Where a COI cannot be avoided, the Board must ensure that:
|3.4.7||The Board has established a Code of Conduct and Business Ethics which provides the ethical framework and guidance on the standards of behaviour expected of all Directors and Employees of the Company.|
|3.5.1||The appointment of a new Director is a matter for consideration and decision by the full Board upon an appropriate recommendation from the Nomination and Remuneration Committee.|
|3.5.2||All new nominations received are assessed and approved by the entire Board shall be based on objective criteria, merit and with due regard for diversity in skills, experience, age, cultural background and gender; and in line with its policy of ensuring nominees are persons of sufficient calibre and experience.|
|3.5.3||The fit and proper assessment shall be conducted on any person identified to be appointed as a Director or to continue holding the position as a Director prior to the initial appointment or proposed re-election/re-appointment as a Director.|
|3.5.4||In assessing a person’s fitness and propriety, the Board through its Nomination and Remuneration Committee, shall consider all relevant factors based on the following considerations:
|3.5.5||Directors are required to notify the Chairman of the Board before accepting any new directorship in public listed companies. The notification shall include an indication of time that will be spent on the new appointment. It is the responsibility of each individual Director to ensure that the directorship(s) held in listed issuer(s) at any one time do(es) not exceed the limit prescribed under the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“ Bursa Securities”). The Chairman shall also notify the Board if he/she has any new directorship or significant commitments outside the Company.|
|3.5.6||In identifying candidates for appointment of directors, the Board shall not solely rely on recommendations from existing Board members, management or major shareholders of the Company. The Board utilises independent sources to identify suitably qualified candidates.|
|3.5.7||The Company Secretary has the responsibility of ensuring that relevant procedures relating to the appointments of new Directors are properly executed.|
|3.6.1||In addition to the Mandatory Accredited Programme (MAP) as required by Bursa Securities, 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 and disclose in the Annual Report the trainings attended by the Directors.|
|3.6.2||A Licensed Director shall ensure that he/she complies with the requirement of the Continuing Professional Education (“ CPE”) by obtaining the required CPE points, in accordance with the format specified by the Securities Commission.|
|3.6.3||The Board is also constantly updated by the Company Secretary on changes to the relevant guidelines on the regulatory and statutory requirements.|
|3.7.1||The Manager’s Articles of Association provides that one-third (1/3) of the Board is subject to retirement by rotation at each Annual General Meeting. The Directors to retire in each year are those who have been longest in office since their last election or appointment.|
|3.7.2||The re-election of a Director should be contingent upon satisfactory evaluation of the Director’s performance and contribution to the Board.|
|3.8.1||The Board meets regularly at least once every quarter to discuss and approve the release of the quarterly and annual financial results, review acquisitions or disposals, annual budget, capital expenditure requirements, property reports, investor relations reports, performance of Sunway REIT against the approved budget. When necessary, the Board meets to review and approve asset acquisitions or disposals for recommendation to the Trustee or any other issues requiring the immediate attention of the Board.|
|3.8.2||Members of the Management who are not Directors may be invited to attend and speak at meetings relating to their sphere of responsibility.|
|3.8.3||Notices and agenda of meetings duly endorsed by the Chairman together with the relevant board papers are normally given at least five (5) business days prior to the meetings for the Board to study and evaluate the matters to be discussed.|
|3.8.4||The board papers provided include inter alia, the financial results, business plan and budget, progress report on the properties’ developments, regulatory/statutory updates, minutes of meetings of Board Committees and other operational and financial issues for the Board’s information and/or approval.|
|3.9||Board Effectiveness Evaluation|
|3.9.1||The Board has entrusted the Nomination and Remuneration Committee with the responsibility for carrying out the Board Effectiveness Evaluation annually.|
|3.9.2||The Board may, upon recommendation from the Nomination and Remuneration Committee, appoint independent professional consultant to carry out the Board Effectiveness Evaluation once every three (3) years or as and when the Board deems necessary, to facilitate an objective and candid board evaluation.|
|3.9.3||The Nomination and Remuneration Committee shall ensure that the assessments carried out are properly documented, summarised and reported to the Board.|
|3.10.1||Directors shall at all times act honestly and use reasonable diligence in the discharge of the duties of his/her office and shall not make use of any information acquired by virtue of his/her position to gain directly or indirectly an improper advantage for himself/herself or for any other person or to cause detriment to the Company and Sunway REIT.|
|3.10.2||Every director shall comply with the provisions of Sections 219 and 221 of the Companies Act 2016 in connection with the disclosure of his/her shareholding/unitholding and interests in the Company and Sunway REIT as well as his/her interest in any contract or proposed contract with the Company and/or Sunway REIT. A director shall be deemed to have an interest in the unit(s) of Sunway REIT in similar circumstances where a person would be deemed to have an interest in a share pursuant to Section 8 of the Companies Act 2016.|
|3.10.3||In connection with the acquisition of shares/units or changes to his/her shareholding/unitholding in the Company or Sunway REIT, each Director shall give notice in writing to the Company by stating his/her name and full particulars of the acquisition of shares/unit(s) or change(s) to his/her shareholding/unitholding (as is relevant), the circumstances by which the change(s) has/have occurred, within seven (7) days of such acquisition or change (as the case may be).|
|3.10.4||In connection with the disclosure of interest in any contract or proposed contract with the Company and/or Sunway REIT, every director shall state the fact and the nature, character and extent of any office or possession of any property whereby whether directly or indirectly, duties or interest might be created in conflict with his/her duty or interest as a Director of the Company.|
|3.10.5||Directors shall not vote in respect of any contract or proposed contract or arrangement in which he/she has directly or indirectly a personal material interest, nor shall he/she be counted for the purpose of any resolution regarding the same, in the quorum of the meeting.|
|4.1.1||The Directors shall elect a Chairman among themselves who shall be a Non-Executive Director. The Chairman should not be a member of the Audit Committee or the Nomination and Remuneration Committee.|
|4.1.2||The Chairman is responsible for:
|4.1.3||The Chairman will act as facilitator at board meetings to ensure that no Board member, whether executive or non-executive, dominates discussion, that appropriate discussion takes place and that relevant opinion among Board members is forthcoming.|
|4.1.4||Questions arising at any board meeting shall be decided by a majority of votes. In the case of an equality of votes, the Chairman shall have a second or casting vote, except that where two (2) Directors form a quorum and only two (2) Directors are present, or where there are only two (2) Directors who are competent to vote on the question at issue, the Chairman shall not have a casting vote.|
|4.2.1||The Board shall ensure that there is at all times an appointed full-time CEO, who, with the support of the Management team, has the executive responsibility for the day-to-day management of business and operation of the Company and Sunway REIT, and the execution of the policies, directives and strategies as approved by the Board and of all operational decisions in managing the Company and Sunway REIT.|
|4.2.2||The CEO is the conduit between the Board and the Management in ensuring the success of the governance and management functions of the Company and Sunway REIT.|
|4.2.3||All Board authorities conferred on the Management is delegated through the CEO and this will be considered as the CEO’s authority and accountability as far as the Board is concerned.|
|5.1||The Board may from time to time establish Board Committees as it considers appropriate to assist in carrying out its duties and responsibilities. The committees shall operate within clearly defined written terms of reference as approved by the Board. The Board shall review such terms of reference from time to time to ensure their relevance. The terms of reference may authorise a committee to act on behalf of the Board or to make recommendations to the Board. Notwithstanding the authority granted to a committee under its terms of reference, ultimate responsibility for decision-making lies with the Board.|
|5.2||The Board shall appoint the following Board Committees, which shall operate within clearly
defined written terms of reference as approved by the Board, to assist in discharging its
duties and responsibilities:
|5.3||The minutes of the Board Committees’ meetings and circular resolutions passed shall be presented to the Board for information. The Chairman of the respective Board Committees shall also report to the Board on the key issues deliberated by the Board Committees at its meetings.|
|6.1||The level and composition of remuneration of Directors and Senior Management take into account the Company’s desire to attract and retain the right talent in the Board and Senior Management to drive the Company and Sunway REIT’s long-term objectives.|
|6.2||The Company has in place a policy to determine the remuneration of Directors and Senior Management, which takes into account the demands, complexities and performance of the Company and Sunway REIT as well as skills and experience required. The Board shall be assisted by the Nomination and Remuneration Committee in reviewing suitable remuneration for the Directors and Senior Management upon recommendations are submitted to the Board for approval.|
|6.3||The Board shall review such remuneration policy periodically or as changes arise to ensure that it remain relevant.|
|7.1.1||In presenting the annual financial statements, Annual Report and quarterly results to unitholders of Sunway REIT, the Board aims to provide a balanced and understandable assessment of Sunway REIT’s financial position, performance and prospects.|
|7.1.2||The Board ensures that the financial statements are prepared so as to give a true and fair view of the current financial status of Sunway REIT in accordance with the approved accounting standards. The Board is assisted by the Audit Committee to oversee Sunway REIT’s financial reporting processes and the quality of its financial reporting.|
|7.1.3||The quarterly financial results are announced to Bursa Securities as early as possible within two (2) months after the end of each quarterly financial period.|
|7.2.1||The Board has established formal and transparent arrangements for considering how financial reporting and internal control principles will be applied and for maintaining an appropriate relationship with the External Auditors through its Audit Committee.|
|7.2.2||The Audit Committee also keeps under review the scope and results of the audit and its cost effectiveness as well as the independence and objectivity of the External Auditors. The Board ensures that the External Auditors do not supply a substantial volume of non-audit services.|
|7.2.3||The appointment of External Auditors, who may be nominated by the Manager, must be approved by the Trustee. The External Auditors appointed must be independent of the Manager and the Trustee. The remuneration of the External Auditors must be approved by the Trustee.|
|7.3||Internal Controls and Risk Management|
|7.3.1||The Board is responsible for the governance of Sunway REIT’s risk management and internal controls and is assisted by the Risk Management Committee in the Board’s oversight of the risk management and internal controls framework of Sunway REIT.|
|7.3.2||Sunway REIT has an outsourced internal audit function, which critically reviews all aspects of the activities and its internal controls. Comprehensive audits of the practices, procedures, expenditure and internal controls of the assets of Sunway REIT are undertaken on a regular basis. The Head of Internal Audit has direct access to the Board through the Chairman of the Audit Committee.|
|7.3.3||The Board ensures the system of internal controls is reviewed on a regular basis.|
|7.3.4||The Audit Committee receives reports regarding the outcome of such reviews on a regular basis.|
|7.3.5||The Company has established a risk management framework. The Risk Management Committee receives reports regarding the risks review on a half-yearly basis.|
|7.4.1||The Board shall appoint someone who possess relevant and adequate qualification and experience in carrying out the compliance function, and the removal of the Compliance Officer shall be a matter for the Board as a whole. In addition, such person must be approved by the Securities Commission prior to undertaking the function as a Compliance Officer.|
|7.4.2||The Compliance Officer reports directly to the Board.|
|7.4.3||The Manager has a designated compliance officer working towards ensuring the compliance with all legislations, rules and guidelines issued by the Securities Commission and Bursa Securities as well as Sunway REIT's Trust Deed.|
|8.1||The Board values constant dialogue and is committed to clear communication with unitholders and investors. In this respect, as part of Sunway REIT’s active investor relations programme, discussions and dialogues are held with fund managers, financial analysts, unitholders and the media to convey information about Sunway REIT’s performance, corporate strategy and other matters affecting unitholders’ interests.|
|8.2||The Manager communicates information on Sunway REIT to unitholders and the investing community through announcements that are released to Bursa Securities via Bursa LINK. Such announcements include the quarterly results, material transactions and other developments relating to Sunway REIT requiring disclosure under the Listing Requirements of Bursa Securities. Communication channels with unitholders of Sunway REIT are also made accessible via:
|8.3||With the majority of units in Sunway REIT held by institutional investors, the Manager considers meetings with local and foreign fund managers an integral part of investor relations. These meetings and roadshows with investors enabled the Manager to update potential and current unitholders on Sunway REIT’s significant developments and its medium to long term strategies. Sunway REIT also participates in various local and overseas conferences as part of its efforts to build interest in the Malaysia’s real estate investment trust market.|
|8.4||In addition to published Annual Report sent to all unitholders and quarterly results announced to Bursa Securities, Sunway REIT has established a website at www.sunwayreit.com from which investors and unitholders can access for information.|
|8.5||The Manager is committed to providing equal access to accurate, clear and complete disclosure of all material information in relation to Sunway REIT in a timely manner, in order to keep unitholders and the investing public fully informed about Sunway REIT's operations and performance. In this regard, the Manager has in place a Corporate Disclosure Policy which outlines the Manager's approach towards the determination and dissemination of material information, the circumstances under which the confidentiality of information will be maintained, and restrictions on insider trading.|
|8.6||While the Manager endeavours to provide as much information as possible to unitholders of Sunway REIT and stakeholders, it is mindful of the legal and regulatory framework governing the release of material and price-sensitive information.|
|9.1.1||The Board acknowledges that the employees are invaluable assets of Sunway REIT and play a vital role in achieving its vision and mission.|
|9.1.2||The Manager adopts comprehensive and documented policies and procedures with respect to occupational safety and health with the objective of providing a safe and healthy working environment for all employees.|
|9.2.1||The Board acknowledges the need to safeguard and minimise the impact to the environment in the course of achieving the vision and mission of Sunway REIT.|
|9.2.2||The Company adopts comprehensive and documented policies and procedures as part of its commitment to protect the environment and contribute towards sustainable development.|
|9.2.3||The Company supports initiatives on environmental issues.|
|9.3.1||The Board acknowledges that Sunway REIT should play a vital role in contributing towards the welfare of the community in which it operates.|
|9.3.2||The Manager supports charitable causes and initiatives on community development projects.|
|10.1||The Company is committed to achieving the United Nations 17 Sustainable Development Goals (“SDG”), by aligning its business strategies to meet the needs of its communities in line with the SDG agenda. The Company’s commitment to strong Economic, Environment and Social practices is embedded throughout the organization. The ultimate objective is to achieve good financial performance in order to fuel long term sustainable growth and thereby, enhancing the value of shareholders of the Company as well as the unitholders of Sunway REIT and contributing to the community it operates and nation building.|
|11.1||The Board appoints the Company Secretary, who plays an important advisory role, and ensures that the Company Secretary fulfils the functions for which he/she has been appointed.|
|11.2||The Company Secretary is accountable to the Board on all governance matters.|
|11.3||The Company Secretary is a central source of information and advice to the Board and its Committees on issues relating to compliance with laws, rules, procedures and regulations affecting Sunway REIT and/or the Company.|
|11.4||The Company Secretary must keep abreast of, and inform the Board of current governance practices.|
|11.5||The Board members have full and unlimited access to the professional advice and services of the Company Secretary to enable them to discharge their duties effectively.|
|12.1||Every Director shall have full and unrestricted access to any information pertaining to the Company and Sunway REIT. The Board and its Committees may seek independent professional advice, whenever necessary and reasonable for the performance of its duties, at the cost of the Company. The Board may also seek advice from the Management or request further explanation, information or update on any aspect of the Company and Sunway REIT’s operations or business concerns.|
|12.2||In addition, the Directors have full and unrestricted access to the advice and dedicated support services of the Company Secretary. Each Directors should be able to communicate directly with the Company Secretary and vice versa.|
|13.1||This Board Charter was adopted by the Board on 5 August 2016, amended on 2 May 2019, 9 November 2021 and further amended on 17 November 2022. Any subsequent amendment to the Board Charter can only be approved by the Board.|
|13.2||The Board will review this Board Charter periodically or as changes arise to ensure that the allocation of responsibilities reflects the dynamic nature of the relationship necessary for the Company to adapt to changing circumstances.|
Code of Conduct and Business Ethics
Sunway REIT Management Sdn Bhd’s (“Manager”) Code of Conduct and Business Ethics (“Code”) provides the ethical framework to guide actions and behaviour of all Directors and Employees of the Manager while at work.
This Code reflects the increasing need for effective corporate governance compliance measures in the conduct of Sunway Real Estate Investment Trust’s (“Sunway REIT”) operations.
It emphasises and advances the principles of discipline, good conduct, professionalism, loyalty, integrity and cohesiveness that are critical to the success and well-being of the Manager and Sunway REIT.
The objective of the Code is to provide guidance on the standards of behaviour expected of all Directors and Employees of the Manager, and where applicable, Counterparts and Business Partners.
The standards of behaviour are derived from the Manager’s Core Values and Business Principles.
For all intent and purposes, all Directors and Employees of the Manager shall always observe and ensure compliance with all applicable laws and regulations to which they are bound to observe in the discharge of their duties.
The Code is applicable to Directors and Employees (including full time, probationary, contract and temporary staff) (“Employees”) of the Manager.
Each Employee has a duty to read and understand the Code.
Violation of any of the Code’s provisions can result in disciplinary action, including termination of employment.
The Code applies to all businesses and countries in which Sunway REIT operates.
A. Act with Integrity & Ethics
- void Conflict of InterestA conflict between an Employee’s personal interests and the interest of Sunway REIT is a conflict of interest. All Employees must avoid such conflicts and situations that may be perceived as creating a conflict of interest that may influence their judgment in the discharge of responsibilities. Directors and Employees of the Manager must not use their positions or knowledge gained directly or indirectly on the course of their duties or employment for private or personal advantage (directly or indirectly).
- Corrupt Practices are StrictlyProhibitedCorrupt practices are operationally defined as the misuse of entrusted power for private gain. Directors and Employees of the Manager must comply strictly all provisions of the Malaysian Anti-Corruption Commission Act (MACC) 2009 accordingly.
- Acceptance and Provision of Gifts and EntertainmentIt is important not to accept or provide inappropriate gifts or entertainment as it may create conflict of interest and influence business decisions. Generally, acceptance of inexpensive “token” non-cash gifts which are occasional, customary gifts during festive or special occasions and gifts from social events attended by Directors or Employees of the Manager is permissible. In addition, infrequent and moderate business meals and entertainment with clients and infrequent invitations to attend local social events and celebratory meals with clients can be appropriate aspects of promoting good business relationships, provided that they are not excessive and do not create the appearance of impropriety.
- Solicitation of SponsorshipThe Manager discourages its Employees, whether directly or indirectly, from soliciting, accepting or agreeing to accept, from any party any form of sponsorship or gifts and hospitality from business partners. Sponsorship gifts and hospitality may be in the form of cash or cash equivalent, personal services, loans, events or meals where the business partner is absent or during periods when important business decisions are being made. Sponsorship gifts and hospitality must never influence your business decisions and must not place the Employee or the Manager under any obligation.
- Insider TradingAn Employee should not buy or sell and should not recommend and suggest anyone else buy or sell the units of Sunway REIT either directly or indirectly when he/she is aware of insider information about Sunway REIT, for personal benefit. A violation of this policy can result in civil and criminal penalties.
- FraudAn employee must not engage in any forms of fraudulent acts or any dishonest conducts involving property or assets, or on the financial reporting and accounting of Sunway REIT or third party. This may not only entail sanctions but also result in criminal charges.
B. Comply with Laws & Regulations
- Ensure Compliance with Applicable Laws & RegulationsThe Manager and Sunway REIT will comply with all applicable laws, rules and regulations of the governments, commissions and exchanges in jurisdictions and countries within which Sunway REIT operates. Each of the Employee is responsible for taking appropriate actions to understand and comply with the laws, rules and regulations that are applicable to their positions and/or work.
C. Working with One Another
- Health & SafetyThe Manager strives to provide a safe, secure and conducive workplace environment. Every employee must diligently observe and comply with all Occupational Safety and Health laws and regulations of any country and the Manager’s environmental safety rules and regulations.
- Sexual Harassment & ViolenceThe Manager will not tolerate and condone any form of harassment and violence. Any Employee of the Manager who believes that he/she has been subjected to harassment can lodge a report to Group Human Resources who will be responsible to review the case and consider the appropriate course of action where applicable.
- Respect, Equal and Non-DiscriminationThe Employee will be treated with respect and dignity. The Manager endeavor to provide equal opportunity to ensure that employment decision are based on merits and performance without regard to race, religion, gender, age, nationality or disability, and shall not create any form of discrimination or prejudice in the workplace.
D. Protect Sunway’s Assets & Intellectual Property
- Protect Sunway REIT’s Information & AssetsThe Manager values and protects all proprietary and confidential information of Sunway REIT and is committed to protecting its assets and resources. Directors and employees of the Manager are expected to exercise reasonable care to safeguard Sunway REIT’s assets to avoid loss, damage, misuse or theft. In addition, we must safeguard proprietary, confidential information, plus personally identifiable information at all time to prevent harm to Sunway REIT, our unitholders, and individuals or other third parties that have trusted us with their information.
- Confidential InformationAll Directors and Employees of the Manager must exercise caution and due care to safeguard any information of a confidential and sensitive nature relating to Sunway REIT which is acquired in the course of their employment, and are strictly prohibited to disclose to any party, unless the disclosure is duly authorised or legally mandated. In the event that a Director or an Employee of the Manager know of material information affecting Sunway REIT which has not yet been publicly released, the material information must be held in the strictest confidence by the Director or Employee of the Manager involved until it is publicly released.
- Records Management & ControlAll books, records and accounts must be controlled and maintained so that they are prepared timely and conform to generally accepted and applicable accounting principles and to all applicable laws and regulations.
E. Ensure Financial and Non-Financial Integrity & Controllership
- Maintain Books & RecordsThe Manager is responsible for ensuring that the Manager and Sunway REIT’s books and records are recorded accurately, fairly and reasonably reflect the substance of transactions. They must comply with company accounting policies and internal control requirements. Purposely misrepresenting information or activities on the Manager and Sunway REIT’s documents and reports may be considered falsification of documentation, which is a serious offence. The Manager reserves the right to report any act of misrepresentation suspected of being criminal in nature to the police or other relevant authorities.
- Comply with Internal Controls & ProceduresMaintain and adhere to sound internal controls and procedures to ensure critical risks are managed to the best of ability and that financial and operational information accurately reflects all business transactions timely and unbiased, financial forecasts and assessments are genuine and assets are safeguarded.
- Sustainable DevelopmentThe Manager strives to achieve sustainable development by focusing on safeguarding people’s health, operating the business responsibly, protecting the environment, and fostering good relationships with the communities in which the Manager operates.
A. Reporting of Violations of the Code
- The Employee should seek advice when unsure of an appropriate legal or ethical course of action. Employees are encouraged to report concerns of violation of the Code through the Manager’s existing Whistleblowing Policy. No individual will be discriminated or suffer any act of retaliation for reporting in good faith.
B. Review of the Code
- The Manager will monitor compliance with the Code and review the Code regularly to ensure it remains relevant and appropriate.
TERMS OF REFERENCE OF AUDIT COMMITTEE
|1.1||The Audit Committee (“Committee”) shall be appointed by the Board of Directors (“Board”) from amongst the Directors of the Company. The Committee shall comprise of not less than three (3) members.|
|1.2||All members of the Committee must be non-executive Directors, a majority of whom are Independent as defined in Paragraph 15.09 of the Main Market Listing Requirements (“MMLR”) of Bursa Malaysia Securities Berhad (“Bursa Securities”).|
|1.3||The members of the Committee should be financially literate and shall include at least one (1) member:
|1.4||No Alternate Director shall be appointed as a member of the Committee.|
|1.5||No former partner of the external audit firm shall be appointed as a member of the Committee before observing a cooling-off period of at least three (3) years.|
|1.6||The members of the Committee shall elect a Chairman from amongst their number, who shall be an Independent Director. The Chairman of the Board shall not be the Chairman or a member of the Committee.|
|1.7||If a member of the Committee resigns, dies or for any reason ceases to be a member resulting in the non-compliance of paragraphs 1.1, 1.2 or 1.3 above, the Board must fill the vacancy within three (3) months.|
|1.8||The terms of office and performance of the Committee and each of its members shall be reviewed by the Board, through the Nomination and Remuneration Committee, annually to determine whether the Committee and its members have carried out their duties in accordance with the terms of reference of the Committee.|
|1.9||The membership of the Committee shall be terminated upon the cessation of him /her as a Director of the Company, or as determined by the Board.|
|1.10||Members of the Committee may relinquish their membership in the Committee with prior written notice to the Company Secretary.|
|2.1||The quorum for a Committee meeting shall be at least two (2) members, who must be Independent Directors.|
|2.2||The Committee shall meet at least four (4) times a year and such additional meetings as the Committee Chairman shall decide.|
|2.3||Notwithstanding paragraph 2.2 above, upon the request of any member of the Committee, non-member Directors, the Internal or External Auditors, the Chairman shall convene a meeting of the Committee to consider the matters brought to its attention.|
|2.4||The External Auditors have the right to appear and be heard at any meeting of the Committee and shall appear before the Committee when required to do so. However, at least twice a year, the Committee shall meet with the External Auditors without the presence of the executive board members and management.|
|2.5||The non-member Directors and employees of the Company shall normally attend the meetings at the Committee’s invitation, to assist in its deliberations and resolutions of matters raised.|
|2.6||The Internal Auditors shall be in attendance at all meetings to present and discuss the audit reports and other related matters as well as the recommendations relating thereto and to follow-up on all relevant decisions made. The Committee shall meet with the Internal Auditors at least twice a year, without the presence of the executive board members and management.|
|3.1||The Company Secretary shall act as Secretary of the Committee and shall be responsible, with the concurrence of the Chairman, for drawing up and circulating the agenda and the notice of meetings together with the supporting explanatory documentation to members prior to each meeting.|
|3.2||The Secretary of the Committee shall be entrusted to record all proceedings and minutes of all meetings of the Committee.|
|4.1||In addition to the availability of detailed minutes of the Committee meetings to the Board, the Committee at each Board Meeting, will report a summary of significant matters and resolutions.|
|5.1||The Committee is authorised to:
|5.2||The Committee is not authorised to implement its recommendations, save and except for the internal audit function, on behalf of the Board but shall report its recommendation back to the Board for its consideration and implementation.|
|5.3||Where the Committee is of the view that a matter reported by it to the Board has not been satisfactorily resolved resulting in a breach of the MMLR or the Securities Commission Malaysia’s (“SC”) Guidelines on Listed Real Estate Investment Trusts (“Listed REIT Guidelines”), the Committee is authorised to promptly report such matters to Bursa Securities and/or SC.|
These resolutions may consist of several documents in letter, telefax, electronic mail or any form of electronic approval or electronic signature via software, electronic devices or other means of telecommunication apparatus or devices, in the like form each signed by one or more members.
To review the following and report the same to the Board:
To prepare the Committee Report for inclusion in Sunway REIT’s Annual Report covering:
To review the following for publication in the Sunway REIT’s Annual Report:
|8.4||To carry out any other functions that may be mutually agreed upon by the Committee and the Board which would be beneficial to the Company and Sunway REIT and to ensure the effective discharge of the Committee’s duties and responsibilities.|
|8.5||To review the procedures for detecting fraud and whistle-blowing, and ensuring that arrangements are in place whereby employees may, in confidence, raise concerns or any possible improprieties in the matters of financial reporting, financial control or any other matters.|
|8.6||To oversee the Company and Sunway REIT’s internal compliance and control systems established by management, including reviewing the effectiveness of these systems.|
TERMS OF REFERENCE OF NOMINATION AND REMUNERATION COMMITTEE
|a)||The Nomination and Remuneration Committee (“Committee”) is entrusted with the task of identifying qualified individuals to serve as members of the Board of Directors (“Board”) and recommending such candidates for appointment to the Board and Board Committees. The ultimate decision as to who shall be appointed should be the responsibility of the full Board after considering the recommendations of the Committee.|
|b)||A Directors’ Fit and Proper Policy has been formulated to guide the Committee in the review and assessment of potential candidates to be appointed onto the Board as well as Directors who are seeking re-election.|
|c)||The Committee shall conduct periodic evaluation to assess the effectiveness of the Board as a whole, Board Committees and contribution of individual Directors, including Independent Directors.|
|d)||The Committee is to deliberate and ensure that the Chief Executive Officer/Executive Director and Key Senior Management are fairly rewarded for their individual contributions to the Company’s overall performance and the levels of remuneration should be sufficient to attract and retain the Chief Executive Officer/Executive Director and Key Senior Management to run the Company successfully. The Committee’s recommended remuneration for the Chief Executive Officer/Executive Director and Key Senior Management shall be presented to the Board for approval.|
|e)||The Committee shall also carry out such duties that may be delegated by the Board or required by the regulatory authorities from time to time.|
|a)||The Committee shall be appointed by the Board from among their number and shall comprise not less than three (3) members, composed exclusively of non-executive directors, a majority of whom are independent.|
|b)||The Chairman of the Committee shall be elected from among the members who is an independent non-executive director. The Chairman of the Board should not be a member of the Committee.|
|c)||No alternate director shall be appointed as a member of the Committee.|
|d)||In the event of any vacancy in the Committee resulting in the number of members being reduced to below three (3), the Board shall within three (3) months fill the vacancy.|
|e)||The membership of the Committee shall be terminated upon the cessation of him /her as a Director of the Company, or as determined by the Board.|
|f)||Members of the Committee may relinquish their membership in the Committee with prior written notice to the Company Secretary.|
Remuneration Matters :
|a)||The Committee shall meet at least once a year. However, additional meetings may be called at any time at the Committee Chairman’s discretion or if requested to do so by any member or the Board.|
|b)||In the absence of the Committee Chairman, the remaining members present shall elect one of the independent non-executive members as chairman of the meeting.|
|c)||A member of the Committee shall abstain from participating in discussions and decisions on matters directly involving him/her to avoid a conflict of interest situation.|
|d)||Other Board members, Chief Executive Officer/Executive Director and/or other appropriate officers may attend meetings upon the invitation of the Committee.|
|a)||The Secretary to the Committee shall be the Company Secretary.|
|b)||The Secretary of the Committee shall be responsible, with the concurrence of the Chairman, for drawing up and circulating the agenda and the notice of meetings together with the supporting explanatory documentation to members prior to each meeting.|
|c)||The Secretary of the Committee shall be entrusted to record all proceedings and minutes of all meetings of the Committee.|
The quorum for the meeting shall be two (2) members.
These resolutions may consist of several documents in letter, telefax, electronic mail or any form of electronic approval or electronic signature via software, electronic devices or other means of telecommunication apparatus or devices, in the like form each signed by one or more members.
TERMS OF REFERENCE OF RISK MANAGEMENT COMMITTEE
The Risk Management Committee (“Committee”) is a committee of the Board of Directors (“Board”) established pursuant to the Malaysian Code of Corporate Governance (“MCCG”). The terms of reference governs the processes of this Committee and outlines the policies, procedures and guidelines in relation to Sunway REIT’s risk management framework.
The Committee shall be appointed by the Board from amongst the Directors of the Company and shall consist of not less than three (3) members. The appointment terminates when a member ceases to be a Director.
The members of the Committee must be majority of Independent Directors.
No Alternate Director shall be appointed as a member of the Committee.
The members of the Committee shall elect a Chairman from amongst their number.
In the event of any vacancy in the Committee resulting in the number of members being reduced to below three (3), the Board shall, within 3 months fill the vacancy.
The Board shall have the discretion as it deems fit to rescind and/or revoke the appointment of any person(s) in the Committee.
Members of the Committee may relinquish their membership in the Committee with prior written notice to the Company Secretary.
The Committee oversees Sunway REIT’s overall risk management framework and all its related policies.
The Committee is accountable to the Board and is responsible to advise the Board on the adequacy and effectiveness of the risk management framework.
The Committee is also responsible to oversee the operational compliance function and to monitor operational compliance by Sunway REIT at property level (where applicable).
The Committee’s main duties and responsibilities include the following:
|(a)||recommending appropriate risk management framework, related policies and measurement methodologies for approval by the Board;|
|(b)||reviewing and assessing the relevance and adequacy of the risk management framework, governance structure and processes and its continuous benchmark against relevant standards;|
|(c)||reviewing and recommending risk management strategies, policies and level of risk appetite and risk tolerance for the Board’s approval;|
|(d)||assessing and monitoring the effectiveness of risk treatment/ mitigation action plans for the management and control of key business risks and material environmental, social as well as governance (“ESG”) risks;|
|(e)||reviewing and assessing the effectiveness and adequacy of the business continuity plan and monitoring its implementation;|
|(f)||reviewing potential risks and risk mitigation plans, if any, related to new acquisitions;|
|(g)||ensuring infrastructure, resources and systems are in place and adequate for risk management;|
|(h)||reviewing management’s periodic reports on risk exposure, risk profile and risk mitigation activities to ensure adequacy and effectiveness;|
|(i)||reviewing the operational compliance framework, the plan and scope of the compliance function at property level (where applicable);|
|(j)||monitoring the overall compliance to relevant statutory and regulatory requirements as well as internal policies and guidelines, at property level (where applicable);|
|(k)||promoting better governance culture and ethical behaviour within Sunway REIT group by ensuring that structured policies and procedures on anti-corruption are in place, and place greater emphasis on corruption as part of annual risk assessment of Sunway REIT group;|
|(l)||promoting proactive and effective measures to anticipate and address material ESG risks within Sunway REIT group; and|
|(m)||working with the Chief Financial Officer and Internal Auditor and contribute to the preparation of the Statement on Risk Management and Internal Control for inclusion in the Annual Report, and to recommend the same for the approvals of the Committee and Board.|
|The Risk Management Working Group (“RMWG”), Risk Officer together with the respective business units will assist the Committee by identifying and managing risks within Sunway REIT. The RMWG and Risk Officer provide updates on key risks together with their action plans to the Committee through half yearly reporting. The Committee shall be informed of any change(s) to the composition of the RMWG and appointment of the Risk Officer shall be subject to the prior approval of the Committee.|
The Committee will have authority to engage and authorise expenses for independent consultants and other advisors as the Committee deems necessary to perform its duties.
The Committee may conduct or may authorise a third party to conduct specific assessment into any activity or function so far as it relates to the duties of the Committee and is in accordance with this terms of reference.
The Committee is not authorised to implement its recommendations on behalf of the Board but shall report its recommendation back to the Board for its consideration and implementation.
The Committee will have access to all books, records, facilities and personnel necessary for the Committee to discharge its duties and responsibilities.
The Committee shall meet on half yearly basis. Additional meetings may be called at any time at the Committee Chairman’s discretion.
The quorum for the Committee meeting shall be at least two (2) members, who must be Independent Directors.
The Risk Officer shall be in attendance at all meetings to present and discuss the risk management reports and other related matters as well as the recommendations relating thereto and to follow-up on all relevant decisions made.
The Committee may from time to time and if deemed appropriate, consider, approve and/or recommend to the Board relevant matters via a Circular Resolution of the Committee. A Circular Resolution of the Committee approved by majority of the members of the Committee shall be as valid and effectual as if it had been passed at a meeting of the Committee duly convened and held.
The Secretary to the Committee shall be the Company Secretary
The Secretary of the Committee shall be responsible, with the concurrence of the Chairman, for drawing up and circulating the agenda and the notice of meetings together with the supporting explanatory documentation to members prior to each meeting.
The Secretary of the Committee shall be entrusted to record all proceedings and minutes of all meetings of the Committee.
Sunway REIT Management Sdn Bhd (Manager for Sunway Real Estate Investment Trust) is committed to upholding the highest standards of integrity, business conduct, and professionalism in line with our core values of Integrity, Humility, and Excellence.
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