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英国公司企业管理报告指导Corporate Governance Report
The Combined Code
The Board notes the consultation on the proposed Guernsey Code of Corporate Governance report. Following the changes in the UK listing regime that became effective in April 2010, it is now mandatory for Companies with a premium listing to follow the principles and comply with the provisions of the revised Combined Code on Corporate Governance ("the Code") which was issued in 2008 by the Financial Reporting Council. The Board also notes that for accounting periods beginning on or after 29 June 2010 the Board will be required to report against the principles and recommendations of The UK Corporate Governance Code issued by the Financial Reporting Council in June 2010. It is the intention of the Board that the Company will comply with those provisions throughout the year to 31 December 2011.
The Board
The Board meets regularly, normally quarterly, and more frequently if necessary, and retains full responsibility for the direction and control of the Company. Details of the Board including biographies can be found at the end of the Directors' Report. Roger Lewis was appointed to the Board on 31 March 2010.
The Company is led and controlled by a Board comprising of non-executive Directors, all of whom have wide experience and four of whom were considered to be independent during the year. Tjeerd Borstlap is not considered to be independent due to being an employee of ING Real Estate Investment Management. Notwithstanding Trevor Ash's directorship of ING Global Real Estate Securities Limited, the Board considers him to be independent in character and judgement and does not believe that there are any relationships or circumstances which are likely to affect, or could appear to affect, his judgement.
The Board believes that it is in the shareholders' best interests for the Chairman to be the point of contact for all matters relating to the governance of the Company and as such has not appointed a senior independent non-executive Director for the purposes of the Code. The appointment of Directors is considered by the Board as a whole. The Articles of Association stipulate that all new Directors shall retire at their first Annual General Meeting and offer themselves for re-appointment. http://www.ukassignment.org/dxygassignment/2012/0312/19318.html One third, or the number nearest to but not exceeding one third, of the Directors shall retire and offer themselves for re-appointment at each subsequent Annual General Meeting.
The performance of the Board is evaluated on an annual basis. An independent evaluation of the Board was carried out by Trust Associates in August 2010 which confirmed that the performance of all Directors continues to be effective and that they have demonstrated commitment to their roles. The report commented '...that this is a very strong-minded and independent Board, fully aware of and focused on the interest of shareholders, with an excellent culture of co-operation and mutual support.'
The Board is responsible for establishing, maintaining and monitoring the effectiveness of the Group's system of internal, financial and other controls. The internal financial controls operated by the Board include the authorisation of the investment strategy and regular reviews of the financial results and investment performance. The system of internal financial controls can provide only reasonable and not absolute assurance against material misstatement or loss.
The Board has contractually delegated to ING Real Estate Investment Management (UK) Limited the investment management of the Group's properties and Northern Trust International Fund Administration Services (Guernsey) Limited is contracted to provide the Company's administration, registrar and secretarial functions. The Board reviews regularly the performance of the services provided by these companies. During the year the contract with the Investment Manager was amended to include a quarterly fee payable on the zero dividend preference shares that were issued in part consideration for the Rugby REIT acquisition. This is detailed further in note 6 to the Financial Statements.
During 2010 the Board undertook a very thorough evaluation of all the options available to the Company in the management of its affairs. As a result the Board decided that the investment management function should be undertaken by adopting an internalised structure and consequently that ING Real Estate Investment Management (UK) Limited's contract should be terminated. Notice to this effect was served with effect from 31 December 2010 and the contract will terminate in December 2011. In the meantime all the terms and conditions will be in force to ensure the continued effective management of the portfolio.
The Company maintains Directors' and Officers' liability insurance which provides insurance cover for the Directors against certain personal liabilities which they may incur by reason of their duties as Directors.
The Company has a procedure whereby the Board is entitled to obtain independent advice where relevant.
All Directors of the Company are non-executive and Directors' fees are recommended by the Board. The basic emoluments of the Directors for the year were as follows:
Year ended 31 December 2010
The annual emoluments for each Director were independently reviewed in July 2010 by New Bridge Street Consultants, their recommendations were reviewed by the Remuneration Committee and it was resolved to increase the annual emoluments of each of the Directors (except for the Chairman) in line with market rates with effect from 1 October 2010.
£
Time commitment in addition to these days is to be recompensed at £1,200 per day.
The Directors have no service contracts or interests in any material contracts with the Group.
Attendance at Board Meetings
Attendance (25 meetings)
Audit Committee
The Board has an Audit Committee in place (Chairman: Robert Sinclair) which meets when necessary, but at least twice a year, with the auditors of the Group with a view to providing further assurance of the quality and reliability of, inter-alia, the financial information used by the Board in these Financial Statements.
The members of the Committee are all the Directors of the Company other than Tjeerd Borstlap.
Attendance at Audit Committee Meetings
Attendance (2 meetings)
Remuneration Committee
A Remuneration Committee was established (Chairman: Tjeerd Borstlap) to consider Directors' remuneration.
The members of the Committee are all the Directors of the Company.
The Committee met at the year end to consider whether the Directors should receive compensation for the additional work performed by them during 2010 as a result of the acquisition of Rugby REIT, listing of the zero dividend preference shares and internalisation of the investment management function. The Committee agreed that the following amounts would be paid, evidenced by time records held with the Company's Administrator: £ Nicholas Thompson 30,000 Robert Sinclair 5,000 Roger Lewis 5,000
The Committee noted that the total remuneration in respect of 2010 remained within the limit of £200,000 set by the Company's Articles. The figures below represent total emoluments earned as Directors during the financial year.
Year ended 31 December 2010
Management Engagement Committee
In addition, the Board has a Management Engagement Committee in place (Chairman: Trevor Ash) to monitor the Investment Manager's compliance with the Investment Management Agreement.
The members of the Committee are all the Directors of the Company other than Tjeerd Borstlap.
Property Valuation Committee
A Property Valuation Committee (Chairman: Roger Lewis) exists to oversee the valuation process.
The members of the Committee are all the Directors of the Company.
Trevor Ash currently sits on the Audit, Management Engagement and Property Valuation Committees of the Board. The Board considers Trevor Ash to be independent for the purposes of continuing to be a member of these Committees.
Relations with Shareholders
In conjunction with the Board, the Administrator keeps under review the register of members of the Company. All shareholders are encouraged to participate in the Company's Annual General Meeting. All Directors normally attend the Annual General Meeting, at which shareholders have the opportunity to ask questions and discuss matters with the Directors and the Investment Manager. Investors are able to direct any questions for the Board via the Secretary.
The Chairman regularly attends analyst meetings and roadshows to meet investors. The outcome of these meetings is communicated to the rest of the Board at Board meetings.
It is recognised that the Code requires notice of Annual General Meetings to be dispatched at least 20 working days before the meeting.
Accountability and Audit
Directors' responsibilities in relation to the Financial Statements
The Directors have responsibility for ensuring that the Group keeps accounting records which disclose with reasonable accuracy at any time the financial position of the Group and which enables them to ensure that the Financial Statements comply with the Companies (Guernsey) Law, 2008. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.
Statement of going concern
After due consideration, the Directors consider that the Group has adequate resources to continue in operational existence for the foreseeable future and adopt the going concern basis in preparing the Financial Statements.
Internal control
The Directors acknowledge that they are responsible for establishing and maintaining the Group's system of internal controls and reviewing its effectiveness. Internal control systems are designed to manage rather than eliminate the failure to achieve business objectives and can only provide reasonable and not absolute assurance against material misstatement or loss. They have therefore established an ongoing process designed to meet the particular needs of the Group in managing the risks to which it is exposed consistent with the guidance provided by the Turnbull Committee. Such review procedures have been in place throughout the full financial year and up to the date of the approval of the Financial Statements and the Board is satisfied with their effectiveness.
This process involves a review by the Board of the control environment within the Group's service providers to ensure that the Group's requirements are met.
The Group, in common with other similar groups, does not have an internal audit function. The Board has considered the need for an internal audit function but has decided to place reliance on the Administrator's and Investment Manager's systems and internal audit procedures.
These systems are designed to ensure effectiveness and efficient operations, internal control and compliance with laws and regulations. In establishing the systems of internal control regard is paid to the materiality of relevant risks, the likelihood of costs being incurred and costs of control. It follows therefore that the systems of internal control can only provide reasonable but not absolute assurance against the risk of material misstatement or loss.
The effectiveness of the internal control systems is reviewed annually by the Board and the Audit Committee. The Audit Committee has a discussion annually with the auditor to ensure that there are no issues of concern in relation to the audit opinion on the Financial Statements and, if necessary, representatives of the Investment Manager would be excluded from that discussion.
Risk Management
There are a number of potential risks and uncertainties which could have a material impact on the Group's long-term performance and could cause actual results to differ materially from expected and historic results. The main risks and how they are mitigated are summarised below.
Issue
Investment Restrictions
The Company's investment restrictions are as follows:
· The Company must manage its investments in a manner which is consistent with its published investment policy;
· Distributable income will be principally derived from investments. Neither the Company nor any member of the Group will undertake a trading activity which is significant in the context of the Group as a whole;
· Not more than 20% of the Gross Assets of the Company (consolidated where appropriate) will be lent to or invested in the securities of any one company or group (excluding loans to or shares in the Company's own subsidiaries) at the time when the investment or loan is made; for this purpose any existing holding in the company concerned will be aggregated with the proposed new investment;
· Dividends will not be paid unless they are covered by income received from underlying investments and for this purpose, a share of profit of an associated company is unavailable unless and until distributed to the Company;
· The distribution as dividend of surpluses arising from the realisation of investments will be prohibited;
· The Company will not be a dealer in investments;
· No single property (including all adjacent or contiguous properties) shall constitute more than 15% of the Gross Assets of the Group;
· Income receivable from any single tenant, or tenants within the same group, in any one financial year, should not exceed 20% of the total rental income of the Group in that financial year;#p#分页标题#e#
· At least 90% by value of properties held by the Group shall be in the form of freehold or long leasehold properties or the equivalent;
· The proportion of the Group's property portfolio which is unoccupied or not producing income or which is in the course of substantial development, redevelopment or refurbishment shall not exceed 25% of the value of the portfolio;
· The Company shall not retain more than 15% of its net profits, before gains and losses on the disposal of properties and other investments;
· The Group shall not invest more than 10% of its Gross Assets in residential property. For this purpose, the Board views student and key worker accommodation as commercial property where there is a single overriding lease to a single covenant or a guarantee for a period in excess of one year;
· The Group shall not invest more than 20% of its Gross Assets in other property investment funds, save for funds wholly owned within the Group; this restriction shall not apply to special purposes vehicles and joint ventures;
· The Group shall not invest more than 15% of its Gross Assets in other ING Group managed funds;
· The Company shall not invest more than 10% of its Gross Assets in real estate derivative instruments, real estate debt or the debt securities of other real estate issuers (excluding debt securities issued by the Company's own subsidiaries);
· Any purchase or sale of assets from or to any member of the ING Group or any entity managed by any member of the ING Group with consideration in excess of £50,000 will require prior Board approval; and
· The Group's borrowings shall be restricted so that the aggregate principal borrowings outstanding at the time of the drawdown shall not at any time exceed 65% of its Gross Assets.
Corporate Responsibility
The Board is responsible for setting the values and standards of the Group, including leadership on environmental and social issues.
Since the Group has no employees other than the Directors, the Board has ensured that the Investment Manager adheres to the corporate responsibility policies of ING Real Estate Investment Management (UK) Limited.
The Directors of ING UK Real Estate Income Trust Limited present their Annual Report and audited Financial Statements for the year ended 31 December 2010.
The Company is a closed ended investment company and is registered under the provisions of the Companies (Guernsey) Law, 2008.
Principal Activity The principal activity of the Company is property investment with the objective of providing shareholders with an attractive level of income together with the potential for capital growth, by investing in a diversified UK commercial property portfolio.
With effect from 29 October 2008, the Company became regulated under the Protection of Investors (Bailiwick of Guernsey) Law, 1987 (as amended). Under this regulation, the Company was deemed to be authorised by the Guernsey Financial Services Commission on or before 15 April 2009.
Results and Dividends The results for the year are set out in the Consolidated Statement of Comprehensive Income. Details of dividends paid and proposed are set out in note 10 to the Consolidated Financial Statements.
Listings The Company is listed on the London and Channel Islands' Stock Exchanges.
Share Capital The issued share capital of the Company as at 31 December 2010 was 345,336,118 (31 December 2009: 330,401,300) ordinary shares of No Par Value.
The Directors have authority to buy back up to 14.99% of the Company's ordinary shares in issue subject to the annual renewal of this authority from shareholders. Any buy back of ordinary shares is and will be made subject to Guernsey law, and the making and timing of any buy backs are at the absolute discretion of the Board.
Substantial Shareholdings The Company has received notification that the following shareholders had a beneficial interest of 3% or more of the Company's issued share capital as at 8 March 2011.
% of issued share capital
The current Directors of the Company are set out in the Company Information on page 25.
The Directors' interests in the shares of the Company as at 31 December 2010 are set out below:
Ordinary Shares
In addition, Mrs Elizabeth Thompson, wife of Nicholas Thompson, owns 21,666 shares, or 0.006% of the issued share capital of the Group.
Statement of Directors' responsibilities The Directors are responsible for preparing the Directors' Report and the Financial Statements in accordance with applicable law and regulations. Company law requires the Directors to prepare Financial Statements for each financial year. Under that law they have elected to prepare the Financial Statements in accordance with International Financial Reporting Standards and applicable law. The Financial Statements are required by law to give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing these Financial Statements, the Directors are required to:
n select suitable accounting policies and then apply them consistently;
n make judgements and estimates that are reasonable and prudent;
n state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the Financial Statements; and
n prepare the Financial Statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The Directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the Financial Statements comply with the Companies (Guernsey) Law, 2008. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities. Disclosure of information to auditors The Directors who held office at the date of approval of this Directors' Report confirm that, so far as they are each aware, there is no relevant audit information of which the Company's auditors are unaware; and each Director has taken all the steps that he ought to have taken as a Director to make himself aware of any relevant audit information and to establish that the Company's auditors are aware of that information.
Auditors The Directors reappointed KPMG Channel Islands Limited ("the Auditor") as auditor of the Company for the year on 19 August 2010. By Order of the Board Robert Sinclair Trevor Ash 4 April 2011 |
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