BOARD CHARTER

  1. CHAIRMAN AND CEO

    There is a balance of power and authority between the Chairman and the CEO with a clear division of responsibility between the running of the Board and the business of the Company and Sunway REIT respectively. The positions of Chairman (ie. Non-Executive Chairman) and CEO are separated and clearly defined.

    4.1 Chairman
    4.1.1

    The Chairman is responsible for the leadership of the Board in ensuring the effectiveness of all aspects of its role.

    The Chairman is responsible for:

    a)

    leading the Board in setting the visions, values and standards of Sunway REIT;
    b)

    ensuring the integrity and effectiveness of the governance process of the Board;

    c)

    maintaining a relationship of trust with and between the Executive and Non-Executive Directors;
    d)

    ensuring the provision of accurate, timely and clear information to Directors;
    e)

    ensuring effective communication with shareholders, unitholders of Sunway REIT and relevant stakeholders;
    f)

    ensuring that members of the Board work together with the Management in a constructive manner to address strategies, business operations, financial performance and risk management issues;
    g)

    ensuring that the Board members are properly briefed on issues arising at board meetings and that available information on an issue is presented to the Board;
    h)

    ensuring that the procedures and processes are in place to facilitate effective conduct of business by the Board; and
    1) chairing the general meetings of the Company and Sunway REIT.
    4.1.2

    The Chairman will act as facilitator at board meetings to ensure that no Board member, whether executive or non-executive, dominates discussion, that appropriate discussion takes place and that relevant opinion among Board members is forthcoming.
    4.1.3

    Questions arising at any board meeting shall be decided by a majority of votes. In the case of an equality of votes, the Chairman shall have a second or casting vote, except that where two (2) Directors form a quorum and only two (2) Directors are present, or where there are only two (2) Directors who are competent to vote on the question at issue, the Chairman shall not have a casting vote.
    4.2 CEO
    4.2.1

    The Board shall ensure that there is at all times an appointed full-time CEO, who, with the support of the Management team, has the executive responsibility for the day-to-day management of business and operation of the Company and Sunway REIT, and the execution of the policies, directives and strategies as approved by the Board and of all operational decisions in managing the Company and Sunway REIT.

    4.2.2

    The CEO is the conduit between the Board and the Management in ensuring the success of the governance and management functions of the Company and Sunway REIT.
    4.2.3

    All Board authorities conferred on the Management is delegated through the CEO and this will be considered as the CEO’s authority and accountability as far as the Board is concerned.