BOARD CHARTER OF UOA REAL ESTATE INVESTMENT TRUST

1. INTRODUCTION

This Board Charter (“Board Charter”) is adopted by the Board of Directors (“Board”) of UOA Asset Management Sdn. Bhd. (“UOAAM”) as the Manager of UOA Real Estate Investment Trust (“UOA REIT”).
The Board is governed by the authority given pursuant to the Constitution of UOAAM (“Constitution”) and all other relevant laws of Malaysia.
The Board is accountable to unitholders of UOA REIT (“Unitholders”) for the corporate governance and performance of UOA REIT and its subsidiary (“UOA REIT Group”) and UOA REIT fulfils this accountability by its commitment to achieve high standards of business integrity, ethics and professionalism across the UOA REIT Group’s activities. This in turn will maximize and safeguard Unitholders’ value and interests.


2. PURPOSE

The Board Charter sets out the roles and responsibilities of the Board and the Board Committees, the composition of the Board, processes and procedures for convening Board Meetings. As part of the corporate governance framework of UOA REIT, the Board Charter is designed to achieve the following objectives:
  • "To clarify the roles and responsibilities of the members of the Board to facilitate the Board’s accountability to UOA REIT and its Unitholders;
  • "To provide guidance to the Board to enhance coordination and communication between the Board and Senior Management, providing effective oversight of Senior Management for the benefit of UOA REIT and its Unitholders; and
  • "To assist the Board in the assessment of its own performance and of its individual Directors.


3. BOARD COMPOSITION AND BALANCE

  • Size and Composition
    The Board consists of qualified individuals with different backgrounds and specializations, collectively bringing considerable knowledge, judgement and experience to the Board to enable the Board to discharge their duties and responsibilities effectively.
    The size of the Board is such that it facilitates the decision making of UOA REIT effectively. The Constitution provides that the number of Directors shall not be less than 2 and not more than 9. The Main Market Listing Requirements of Bursa Malaysia Securities Berhad provides that at least 2 Directors or 1/3 of the Board, whichever is higher, must be Independent Directors. The presence of the Independent Directors ensures that objectivity and independent judgement are present in decision making of the Board.
    The Board will review boardroom diversity and board composition and size on an annual basis or from time to time to ensure its appropriateness.

  • Board Tenure
    The Constitution of UOAAM provides that all newly appointed Directors shall retire and be eligible for re-election by the shareholders of UOAAM at the next following annual general meeting of UOAAM. The Constitution also provide that 1/3 of the Board or if the number of the Directors is not 3 or a multiple of 3, then the number nearest 1/3 shall retire from office and shall be eligible for re-election provided that all Directors shall retire from office, once at least in every 3 years.
    The Malaysian Code on Corporate Governance 2021 (“Code”) provides that the tenure of an independent director should not exceed a cumulative term of nine years. Upon completion of the nine years, an independent director may continue to serve on the Board subject to the director’s re-designation as a non-independent director. In the event the Board retains an independent director beyond nine years, it would justify and seek annual shareholders’ approval. If the Board continues to retain the independent director after the ninth year, the Board would seek annual shareholders’ approval through a two-tier voting process in accordance to the process set out in the said Code.


4. INDEPENDENCE OF DIRECTOR

An Independent Director is independent of management and free of any business relationship that could materially affect the exercise of his independent judgement.
The Independent Director makes an annual declaration based on the principles of the Code and the MMLR on their qualification as an Independent Director.
The Independent Directors have the right to seek the advice of the Company Secretary, the Auditors, the Internal Auditors and other independent professional advice at UOA REIT’s expense if so required.


5. DIRECTORSHIPS AND TIME COMMITMENT

Directors will notify the Company Secretary upon their appointment of directorship in other companies and any significant commitments outside UOA REIT.
The Directors should be committed in allocating sufficient time to UOA REIT in order for the Board to function effectively.


6. DIRECTORS’ TRAINING

All newly appointed Directors will have to attend the Mandatory Accreditation Programme as required by Bursa Malaysia Securities Berhad. All Directors shall continue to update their knowledge and enhance their skills by attending trainings and seminars relevant to them to enable them to effectively discharge their duties. The Board will assess the training needs of the Directors from time to time and ensure appropriate update of skills and knowledge are in place.

7. ROLES OF THE BOARD

  • Duties and Responsibilities

    The Board oversees the business and affairs of UOA REIT and has the following main duties and responsibilities:

    • Overseeing and approving the strategic plans and direction of UOA REIT.
    • Overseeing and evaluating the performance UOA REIT.
    • Identifying principal risks with the assistance from the Audit Committee and to ensure implementation of a proper risk management and control system.
    • Developing suitable candidates at senior management level to assist the Board in the management and development of UOA REIT.
    • Ensuring the adequacy and efficiency of the management systems and internal control system of UOA REIT.
    • Establishing a code of conduct, a whistle blowing policy and the anti-bribery and corruption policy.
    • Ensuring the Unitholders are well informed of UOA REIT’s activities via timely announcements and general meetings.

    The Board will ensure that year-end financial statements are prepared in accordance with the Companies Act and the applicable approved accounting standards set out by the Malaysian Accounting Standards Board so as to present a true and fair view of the state of affairs of UOA REIT.

  • Planning and Strategies

    The Board with the assistance of the Board Committees and Senior Management shall determine and approve:

    • corporate plans;
    • key policies, corporate and management structure
    • major capital commitments; and
    • material acquisitions and disposals;

  • Roles of the Chairman and the Chief Executive Officer (“CEO”)

    The separation of the positions of the Chairman and the CEO promotes accountability and facilitates division of responsibilities. The responsibilities of the Chairman include leading the Board in its collective oversight of management while the CEO focuses on the business and daily management of UOA REIT.

    • The Chairman is an Independent Non-Executive Director. The Chairman is responsible for leading the Board at Board Meetings and to ensure efficient functioning of the Board.
      The following are the key roles of the Chairman:

      • "Ensure that the Board functions effectively and is well informed of UOA REIT’s activities and Management’s recommendation.
      • "Preside and lead the Board at Board meetings and general meetings and direct discussions.
      • "Assist the Board in its corporate governance policies and compliance with regulatory laws.
      • "Ensure effective communication between the Board and Management, its Unitholders and stakeholders.
      • "Ensure the Annual General Meetings (“AGM”) are conducted with responsibility and accountability, supplying relevant information to Unitholders and encouraging participation of Unitholders. The External Auditor is invited to the AGM and is available to answer Unitholders’ questions on the conduct of the audit of the financial statements.

    • The CEO is responsible to the Board for the daily management and corporate activities of UOA REIT, having the following key roles:

      • "Develop the corporate plans and the strategic direction of UOA REIT.
      • "Ensure that policies and systems are in place for UOA REIT’s operations to be conducted properly and efficiently.
      • "Ensure effective communication with Senior Management to achieve goals and objectives.
      • "Monitors performance results against plans.
      • "Takes remedial actions where necessary.
      • "Ensure the Financial Reporting represents a clear and balanced assessment of UOA REIT’s financial position in its quarterly financial announcements and the year-end financial statements.
      • "Ensure timely release of announcements on financial results and material contracts or information that may affect investors’ decision making.
      • "Ensure Management conducts regular dialogues with analysts to convey information on UOA REIT’s performance and other matters affecting Unitholders’ interests.

  • Disclosure of Interests
    Directors have a duty of confidentiality in relation to UOA REIT’s confidential information and are required to act in the best interest of UOA REIT. A Director should immediately disclose to the Board should a conflict of interest arises or if the Director has a personal interest in the matters at hand.


8. COMPANY SECRETARY

UOA REIT has a Company Secretary and a Compliance Officer to assist in regulatory compliance matters. They are the central source of statutory and regulatory compliance information to the Board and Board Committees, advising on compliances with prevailing regulations and corporate governance matters.

9. CODE OF CONDUCT, WHISTLE BLOWING POLICY AND ANTI-BRIBERTY AND CORRUPTION POLICY

UOA REIT abides by the Code of Conduct of UOAAM’s holding company, United Overseas Australia Ltd, with policies to manage conflict of interest, preventing abuse of power, corruption, insider trading and money laundering. The Board has also established a Whistleblowing Policy which provides the public access to the Independent Directors of UOA REIT. UOA REIT has also established an Anti-Bribery and Corruption Policy. The Code of Conduct, the Whistleblowing Policy and the Anti-Bribery and Corruption Policy are published on UOA REIT’s website.


10. REVIEW OF BOARD CHARTER

This Board Charter was adopted by the Board on 17 February 2022 and is made available on UOA REIT’s website. The Board will undertake review of the Board Charter from time to time and make amendments if necessary, to ensure they remain consistent with the Board’s objectives and current laws and regulations.