Corporate Governance

  

New Century REIT is a collective investment scheme authorized by the SFC under section 104 of the SFO and regulated by the provisions of the REIT Code.

 

New Century REIT’s primary objective is to provide stable distributions to Unitholders and to achieve stable revenue, primarily through the Hotel Lease and Management Agreements between the subsidiaries of New Century REIT, the registered owners of the Initial Hotel Properties and lessors, and New Century Hotel Management, the Lessee and Hotel Manager.

 

With the objectives of establishing and maintaining high standards of corporate governance, certain policies and procedures have been put in place to promote the operation of New Century REIT in a transparent manner and with built-in checks and balances. Set out below is a summary of the key components of the corporate governance structure that have been adopted having due regard to the requirements under Appendix 14 of the Listing Rules and will be followed by the REIT Manager and New Century REIT.

 

THE TRUSTEE AND THE REIT MANAGER

The Trustee and the REIT Manager are independent of each other. The Trustee is primarily responsible for the safe custody of the assets of New Century REIT on behalf of Unitholders. The REIT Manager’s role under the Trust Deed is to manage New Century REIT in accordance with the Trust Deed in the sole interest of the Unitholders and to fulfill the duties imposed on it under general law as the REIT Manager of New Century REIT and, in particular, to ensure that the financial and economic aspects of New Century REIT’s assets are professionally managed in the sole interests of Unitholders.

 

THE BOARD

The Board principally oversees the day-to-day management of the REIT Manager’s affairs and the conduct of its business and is responsible for the overall governance of the REIT Manager.

 

Audit Committee

The Audit Committee is appointed by the Board from among the non-executive Directors. A majority of the members of the Audit Committee shall be independent non-executive Directors and at least one of these independent non-executive Directors shall have appropriate professional qualifications or accounting or related financial management expertise. 

The Audit Committee is responsible for (i) ensuring an effective financial reporting, internal control and risk management system, (ii) overseeing the quality and integrity of financial statements,(iii) selecting and assessing the independence and qualification of external auditors and (iv) ensuring effective communications between the Directors, Head of Internal Audit and external auditors, in respect of both the REIT Manager and New Century REIT.

The members of the Audit Committee are Mr. Yu Hon To David, Mr. Angelini Giovanni and Professor He Jianmin, who are independent non-executive Directors. Mr. Yu Hon To David has been appointed as the chairman of the Audit Committee.

 

Finance and Investment Committee

The Finance and Investment Committee is appointed by the Board from among the Directors. The Finance and Investment Committee comprises the Chief Executive Officer, the Investment and Investor Relations Manager and the Chief Operating Officer. 

The Finance and Investment Committee is responsible for, among other matters, evaluating and making recommendations on proposed acquisitions and disposals of assets, approving budgets and reviewing actual expenses on all key expenditures and reviewing the quarterly financial performance, forecasts and annual financial plan of the REIT Manager and New Century REIT. The Finance and Investment Committee also reviews and recommends changes to financial authorities, policies or procedures in areas such as accounting, taxes, treasury, distribution payout, investment appraisal, management and statutory reporting.

The members of the Finance and Investment Committee are Ms. Ho Wai Chu, Ms. Cheung Chi Shan and Mr. Sit Wai.  Ms. Ho Wai Chu has been appointed as the chairman of the Finance and Investment Committee.


Nomination Committee

The Nomination Committee is appointed by the Board from among the Directors. The Nomination Committee comprises not less than three Directors, a majority of which shall be independent non-executive Directors. 

The members of the Nomination Committee are Mr. Jin Wenjin, Professor He Jianmin and Mr. Angelini Giovanni. Mr. Jin Wenjin has been appointed as the chairman of the Nomination Committee.

 

Disclosures Committee

The Disclosures Committee is appointed by the Board from among the Directors. The Disclosures Committee comprises three Directors, including the Chief Executive Officer and two non-executive Directors, one of whom should be an independent non-executive Director. 

The role of the Disclosures Committee is to review matters relating to the disclosure of information to Unitholders and public announcements. The Disclosures Committee also works with the management of the REIT Manager to ensure the disclosure of information is accurate, complete and not misleading. 

The members of the Disclosures Committee are Ms. Ho Wai Chu, Mr. Zhang Guanming and Mr. Yu Hon To David. Ms. Ho Wai Chu has been appointed as the chairman of the Disclosures Committee.