The Board is committed to attain and maintain a high standard of corporate governance, with the ultimate aim to protect shareholders’ and other stakeholders’ interests. At the EGM held on 21 November 2012, the Board undertook a review of the Company’s corporate governance structure in light of developments in international standards and practices since the Company’s admission to AIM.
The review resulted in a number of changes including enhanced transparency for shareholders, the introduction of annual general meetings, a rationalisation of the Board with the reduction of the number of Directors from seven to five, and the adoption of policies on the appointment and tenure of Directors.
The Company is listed on AIM and, as such, is not required to meet the same standards of corporate governance as applied by companies listed on the Main Market. Nevertheless, the Board has considered the principles and recommendations of the Association of Investment Companies’ Code of Corporate Governance (“AIC Code”) by reference to the AIC Corporate Governance Guide for Investment Companies (“AIC Guide”). The AIC Code, as explained by the AIC Guide, addresses all the principles set out in the UK Corporate Governance Code (“the UK Code”), as well as setting out additional principles and recommendations on issues that are of specific relevance to investment companies. The Board considers that reporting against the principles and recommendations of the AIC Code, and by reference to the AIC Guide (which incorporates the UK Code), will provide better information to shareholders. The AIC Code can be found on the AIC website at: The AIC Code of Corporate Governance
The UK Code includes provisions relating to:
• The role of the chief executive;
• Executive directors’ remuneration;
• The need for its own internal audit function; and
• The appointment of a senior independent director
The Board considers these provisions are not relevant to the position of the Company, being an externally managed investment company. In particular, all of the Company’s day-to-day management and administrative functions are outsourced to third parties. The Company has therefore not reported further in respect of these provisions.
The City Code on Takeovers and Mergers
The Company is not subject to the UK City Code on Takeovers and Mergers.
Board Responsibilities and Committees
Board Committees: The Board will maintain four committees to appropriately fulfill certain responsibilities of the Board of Directors.
Remuneration and Nomination Committee: (Terms of reference) The Remuneration and Nomination Committee controls, monitors, and makes recommendations to the Board with respect to fees payable to the Investment Manager, Development Advisor, and Directors. The Remuneration and Nomination Committee is comprised of Charles Isaac (Chair), Michel Casselman and Tran Trong Kien.
Audit Committee: (Terms of reference) The Audit Committee is responsible for assisting the Board in monitoring accounting policies and financial reporting practices of the Company. The Audit Committee is comprised of Ian Lydall (Chair), Michel Casselman and Charles Isaac.
Valuation Committee: (Terms of reference) The Valuation Committee is comprised of Tran Trong Kien (Chair) and Ian Lydall. Investment properties are revalued at least annually and may be revalued more frequently if the Investment Manager or Valuation Committee believes there has been a material change in the value of a property. The valuation process consists of obtaining two valuations for each property from independent valuation companies. The valuations are reviewed by the Valuation Committee as the basis for the final valuation approved by the Board.
Investment Committee: (Terms of reference) The Investment Committee has been established by the Board and is responsible for considering and approving real estate projects that the Investment Manager feels are suitable for investment by the Company. The Investment Committee is comprised of individuals with financial and business backgrounds combined with extensive hands-on local experience. The current appointees to the Investment Committee are: David Blackhall, Duong Tran, Jason Ng and Hai Tran.