SEO Version
2. At any time whilst in possession of price sensitive information that is not available in the market.
The Directors and offcers are reminded on a monthly basis through email that they prohibited from trading in A-REIT Units while
in the possession of inside information concerning A-REIT. In addition, while in possession of inside information, the Directors
and offcers must not advise others to trade in A-REIT Units or communicate such information to another person.
Examples (not exhaustive) of inside information include:
• information relating to a proposed major acquisition or disposition;
• information relating to a signifcant business development or a proposed change in the nature of A-REIT’s business;
• details of material contracts that are being negotiated by A-REIT;
• information relating to a potential litigation that would have a substantial effect on A-REIT;
• a proposed change in A-REIT’S distribution policy;
• a major change to the board or senior management.
The Directors and offcers are advised to observe at all times:
·
To act in the best interests of A-REIT unitholders;
·
To avoid, and be seen to avoid, actual or potential confict between personal interest and duty to unitholders; and
·
Comply with the prohibition on trading in Units as outlined in the Trading Policy.
The Directors and offcers are also advised not to deal in the Units on short term considerations.
In addition, the Manager has given an undertaking to the MAS that it will announce to the SGX-ST the particulars of its holdings
in the Units and any changes thereto within two days after the date on which it acquires or disposes any Units, as the case may
be. The Manager has also undertaken that it will not deal in the Units during the period commencing two weeks before the public
announcement of A-REIT’s quarterly results or one month before the full year results, and if applicable, property valuation, and
ending on the date of announcement of the relevant results.
DEALINGS WITH CONFLICTS OF INTEREST
The Manager has established the following procedures to address potential conficts of interest which the Manager (including its
Directors, executive offcers and employees) may encounter in managing A-REIT:
1. The Manager will be a dedicated manager to A-REIT and will not manage any other real estate investment trust or be involved
in any other real estate or property business;
2. All Executive Offcers are employed by the Manager;
3. The entry into any Interested Person Transaction must be reviewed and recommended by the AC to the Board who may
approve with a majority vote of the Directors, including the votes of at least two independent Directors; and
4. In respect of matters in which JTC and/or its subsidiaries (which includes the Ascendas Group) has a direct or indirect interest,
any nominees appointed by JTC or any of its subsidiaries to the Board shall abstain from voting. In such matters, the quorum
must comprise a majority of the independent Directors of the Manager and must exclude the representatives or nominees of
JTC and/or its subsidiaries.
The Directors of the Manager are under a fduciary duty to A-REIT to act in the best interests of A-REIT, in relation to decisions
affecting A-REIT when they are voting as a member of the Board. In addition, the Directors and executive offcers of the Manager
are expected to act with integrity at all times. The Manager has established a confict of interest policy for its employees and major
service providers to ensure that any conficts of interest or potential conficts of interest are disclosed and approvals are sought
where required.
CORPORATE GOVERNANCE
ASCENDAS REAL ESTATE INVESTMENT TRUST
ANNUAL REPORT FY11/12
114
Powered by FlippingBook Publisher