Page 60 - ar2007

First Ship Lease Trust (“FSL Trust”) is a business trust
constituted under the Business Trusts Act. FSL Trust
Management Pte Ltd (“FSLTM”) as Trustee-Manager of
FSL Trust has the responsibility of ensuring and upholding
the highest standards, to primarily safeguard the interests
of unitholders and to manage the business of FSL Trust,
including the trust property as defined in the trust deed dated
19 March 2007. FSLTM is fully committed to this responsibility
in all its dealings with regard to FSL Trust.
This report sets out the corporate governance practices in
place for the period from the constitution date of 19 March
2007 to 31 December 2007 with reference to the Code of
Corporate Governance 2005 (“the Code”) and the Business
Trusts Regulations 2005.
The Board’s Conduct of its Affairs
The Board of Directors is the highest decision-making
authority for FSLTM and its principal functions include
guiding the corporate strategy and directions of management,
reviewing the budget and all business plans, approving all
acquisitions and borrowings, monitoring the financial and
non-financial performance of FSL Trust and putting in place
all relevant internal controls and risk management processes
and generally, overseeing the management of FSL Trust.
The Board has delegated the day-to-day operations to an
experienced and qualified team lead by Mr Philip Clausius
(Director and President/Chief Executive Officer). The Board
is also assisted by the Audit Committee and the Investment
Advisory Committee.
The Board meets at least once every quarter to approve
the quarterly and full-year results prior to the release of the
results and to deal with all matters requiring consideration. As
and when necessary, board meetings are also supplemented
by resolutions circulated to directors for decisions.
Directors have been furnished with a legal and compliance
regulatory manual prepared by professional advisers as well
as updates with regard to relevant practices, new laws,
rules and regulations, changes in accounting standards and
risk management issues applicable to FSL Trust or FSLTM,
including briefings by relevant professionals, to enable
directors to fully discharge their duties and obligations.
The attendance of the directors at the Board and Audit
Committee meetings for 2007 is set out below:
Board Meeting Audit Committee Meeting
Name
No. of Meetings
held
No. of Meetings
attended
No. of Meetings
held
No. of Meetings
attended
Mr Wong Meng Meng 7 7 2 2
Mr Phang Thim Fatt 7 7 2 2
Mr Michael John Montesano III 7 7 2 2
Mr Philip Clausius 7 7 2 2*
Mr Cheong Chee Tham 7 7 2 2*
* Attended by invitation of the Audit Committee
CORPORATE GOVERNANCE REPORT
.58
THE GROWING MARITIME ANNUITY