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 QUOTED COMPANY ALLIANCE (QCA) CODE
The Directors recognise the importance of good corporate governance and have chosen to apply the Quoted Companies Alliance Corporate Governance Code (the ‘QCA Code’). The QCA Code was developed by the QCA in consultation with a number of significant institutional small company investors, as an alternative corporate governance code applicable to AIM companies. The underlying principle of the QCA Code is that “the purpose of good corporate governance is to ensure that the company is managed in an efficient, effective and entrepreneurial manner for the benefit of all shareholders over the longer term”. The Directors anticipate that whilst the Company will continue to comply with the QCA Code, given the Company’s size and plans for the future, it will also endeavour to have regard to the provisions of the UK Corporate Governance Code as best practice guidance to the extent appropriate for a company of its size and nature.
The Board is responsible to shareholders for the determination and implementation of the Company’s investment policy, and the direction and long-term performance of the Company and the entities it controls. The Board oversees the implementation of a high standard of corporate governance with respect to the Company’s affairs, strategy, direction and the supervision of the Investment Manager, as stipulated in the Investment Management Agreement.
To see how the Company addresses the key governance principles defined in the QCA Code please click here. Further information on compliance with the QCA Code will be provided in our next annual report.
Michel Casselman, Chairman
This disclosure was last reviewed and updated on 25 September 2018
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.