The Trustee-Manager's approach to corporate governance
Sound corporate governance practices are key to enable our business to grow in a responsible manner. The Trustee-Manager, the Board and management team are committed to the highest standards of corporate governance and sustainable long-term value creation for our stakeholders. The Trustee-Manager has in place a set of well-defined policies and procedures to enhance corporate performance and accountability, as well as protect the interests of its stakeholders.
With a foundation solidified by sound economic performance, robust corporate governance and resilient IT infrastructure, the Trustee-Manager is poised for sustainable growth that will generate positive value for its people, the environment and the society in which it operates.
The Business Trusts Regulation 2005
The regime under the Business Trust Act (“BTA”) stipulates requirements and obligations in respect of corporate governance. For example, among other things, the BTA sets out requirements for board composition of a trustee-manager, audit committee composition of a trustee-manager and independence of directors of a trustee-manager.
Board of Directors
The Board is responsible for the overall corporate governance of APTT, including establishing goals for management and monitoring the achievement of these goals. The Board is also responsible for putting in place a code of conduct and ethics, setting an appropriate tone-from-the-top and desired organisational culture, and ensuring proper accountability within APTT. For example, the Board has adopted a code of conduct (including whistleblowing arrangements) which sets out principles and standards necessary to maintain confidence in the Trustee-Manager's integrity and the responsibility and accountability of individuals for reporting and investigating reports of unethical behaviour. The Board is also responsible for the strategic business direction and risk management of APTT. The Board comprises seven directors, of whom five are non-executive directors and four are independent.
All directors participate in matters relating to corporate governance, including setting corporate values and ethical standards, business operations and risks, financial performance, identifying and engaging key stakeholder groups and the nomination and review of directors. The Board also sets the disclosure and transparency standards for APTT and ensures that obligations to unitholders and other stakeholders are understood and met.
Board meetings are held quarterly and more frequently as required. The Board meets to review the key activities and business strategies of APTT, to deliberate on the strategic policies of APTT and to approve the budgets and review the performance of APTT. The Board also reviews APTT's key operational, financial and other risk areas.
Audit Committee
The role of the Audit Committee is to develop, maintain and monitor an effective system of internal controls. The Audit Committee also reviews the quality and reliability of information prepared for inclusion in financial reports, and is responsible for making recommendations to the Board on the proposals to unitholders on the appointment, reappointment and removal of the external auditors, and approving the remuneration and terms of engagement of the external auditors and reviewing the adequacy, effectiveness, independence, scope and results of the external audit, in line with the guidance under Provisions 10.1(d) and (e) of the Code of Corporate Governance 2018.
The members of the Audit Committee comprises only independent and non-executive directors. The Audit Committee members are Ms Ong Joo Mien, Joanna, Mr Yong Lum Sung, Mr Tan Chung Yaw, Richard and Mr Leong Shin Loong. Ms Ong Joo Mien, Joanna has been appointed Chair of the Audit Committee.
Nominating Committee
The Nominating Committee's responsibilities include reviewing the composition of the Board annually to ensure an appropriate balance of expertise, skills, attributes and abilities among the directors and establishing procedures for and making recommendations to the Board on all Board nominations and renominations keeping in mind independence and conflict of interest.
The members of the Nominating Committee comprises majority (including the chair) independent and non-executive directors. The Nominating Committee members are Ms. Ong Joo Mien, Joanna, Mr Tan Chung Yaw, Richard, Mr Leong Shin Loong and Mr Brian McKinley. Mr Leong Shin Loong has been appointed as the Chair of the Nominating Committee.
Remuneration Committee
The Remuneration Committee's responsibilities include, but are not limited to, reviewing and recommending to the Board, in consultation with the chair of the Board, a comprehensive remuneration policy and general framework and guidelines for remuneration of the directors and key management personnel, and within the terms of the agreed policy, reviewing and recommending to the Board the total individual remuneration packages for each of the directors and key management personnel.
The members of the Remuneration Committee comprises only non-executive directors, majority (including the chair) independent. The Remuneration Committee members are Mr Tan Chung Yaw, Richard, Mr Yong Lum Sung, Mr Leong Shin Loong and Mr Lu Fang-Ming. Mr Tan Chung Yaw, Richard has been appointed as Chair of the Remuneration Committee.
Code of Conduct and Ethics
APTT's Trustee-Manager has established a Code of Conduct & Ethics policy (“Code”). The Code requires the Trustee-Manager and its executives to act with integrity, impartiality, confidentiality and diligence at all times.
The Code also sets out principles and standards necessary to maintain responsibility and accountability of all employees for reporting and investigating reports of unethical behaviour.
The scope of the Trustee-Manager's Code of Conduct and Ethics policy includes the following:
- Compliance with the Law
- Workplace Health and Safety
- Company Property and Assets
- Dealings with Other Employees, Customers and Business Partners
- Alcohol & Drugs
- Proprietary Information & Intellectual Property
- Obligation to Maintain Confidentiality of Confidential and Proprietary Information
- Conflicts of Interest
- Gifts Extended to External Parties/Customers
- Data Protection
- Dealing with the Media
- Fraud & Penalties
The Code is made available to and accessible by all employees of APTT, the Trustee-Manager and TBC.
Whistleblowing Policy
APTT has a Whistleblowing policy in place which sets out the procedures for a whistleblower to make a report to APTT on misconduct or wrongdoing relating to APTT and its officers and clearly communicates to employees the existence of such policy, which enables employees and other persons to, in confidence, voice genuine concerns in relation to (among others) malpractices and misconduct in the workplace and possible improprieties in financial reporting or other matters.
Reportable Incidents
The Whistleblowing policy applies to any disclosure of information relating to a genuine concern that Improper Conduct has occurred or is likely to occur. Improper Conduct includes breaches of any laws arising from statute, common law or otherwise, breaches of APTT's internal policies including code of conduct and this policy, the commission of any criminal offence, financial malpractice, impropriety or fraud, conduct that endangers (or may endanger) the health and safety of any person or the environment, unethical behaviour, corruption, any other conduct which may cause financial or non-financial loss to APTT Group or be otherwise detrimental to the interests of APTT Group; and, any attempt to conceal or delay the disclosure of any of the above conduct.
Confidentiality
Once raised, all reported concerns will be investigated to the extent permitted by law. Investigations will be coordinated by an independent integrity officer (the “Integrity Officer”) and may involve other personnel within the Group (including from legal and/or human resources department and the Board) or third party professionals including lawyers and forensic accountants strictly on a need-to-know basis and each of these persons will be required to keep the information of the investigations in strict confidence. The proposed information disclosed and the general investigation process will be discussed with the person raising the concern. APTT will treat all disclosures and concerns in a sensitive manner, and no action will be taken against the person raising the concern if made in good faith, even if the concern was not confirmed by subsequent investigation. In particular, APTT will protect the identity of the person raising the concern in good faith and such information will be held, to the extent legally permissible and reasonably practicable, in the strictest confidence, both by APTT and by the person raising the concern in good faith.
To the extent permitted by law and where appropriate to do so, the Integrity Officer will communicate the outcome of an investigation to a whistleblower as soon as practicable after the investigation has concluded.
Making a Report
Whistleblowers may raise or escalate an issue under this policy to the Integrity Officer:
Attention - Ong Joo Mien, Joanna, Chair of Audit Committee
Email - whistleblowing@aptt.sg
Mail - Chair of Audit Committee of Asian Pay Television Trust, c/o Boardroom Corporate & Advisory Services Pte. Ltd., 1 Harbourfront Avenue, #14-07 Keppel Bay Tower, Singapore 098632
Unitholder Information and Disclosure
The Trustee-Manager will provide timely, open and accurate information to all stakeholders, including investors, regulators and wider investment community. Unitholders will be able to access annual reports, annual financial statements, and other regular reports. These reports are intended to keep Unitholders informed about APTT's performance. Reports reproduced on this website are for informational purposes only.