Corporate Governance

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.

Ethical Conduct

The Trustee-Manager has established a code of conduct. This code of conduct requires the Trustee-Manager and its executives to act with integrity, impartiality, confidentiality and diligence at all times.

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.

© 2021 Asian Pay Television Trust. All rights reserved.
The Asian Pay Television Trust information on this website is general in nature. All securities and financial product or instrument transactions involve risks. Past performance of any product described on this site is not a reliable indication of future performance.

No PRC Person shall hold or control Units in Asian Pay Television Trust in breach of the PRC Investment Restrictions and no Restricted Party shall hold or control Units in breach of the Taiwan Government Ownership Restrictions. The Trustee-Manager may, in the case of a breach of the PRC Investment Restrictions and/or the Taiwan Government Ownership Restrictions and/or where a corporate entity which provides cable television services in Taiwan (as determined by the Trustee-Manager in its sole discretion) holds or acquires more than one-third of the total issued Units, take all steps and do all things as they may in their absolute discretion deem necessary to ensure that the restrictions thereunder are complied with. In particular, the Trust Deed provides that the Trustee-Manager has the power to require the relevant Unitholders to dispose of their Units and, if such request is not complied with within 21 days after such request (or such shorter period as the Trustee-Manager shall consider reasonable), the power to arrange for the sale of the Units. Pending such sale, the Trustee-Manager has the power to suspend the voting rights of such Units and/or to restrict the transfer of such Units. The Trustee-Manager shall not be required to give any reason for, and shall not under any circumstances be liable to or be responsible for any losses incurred by, any person as a result of, any decision, declaration or action taken or made in this regard.