BOARD CHARTER OF UOA REAL ESTATE INVESTMENT TRUST
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
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.
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
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.
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
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
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
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
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
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
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
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
"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
"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
"Ensure Management conducts regular dialogues with
analysts to convey information on UOA REIT’s
performance and other matters affecting Unitholders’
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
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
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.