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Where matters concerning A-REIT relate to transactions entered into or to be entered into by the Trustee for and on behalf of
A-REIT with a related party of the Manager, the Trustee is required to ensure that such transactions are conducted at arm’s length in
accordance with all applicable requirements of the Property Funds Appendix and/or the Listing Manual relating to the transaction
in question. Further, the Trustee, as trustee for A-REIT, has the ultimate discretion under the Trust Deed to decide whether or not
to enter into a transaction involving a related party of the Manager. If the Trustee is to sign any contract with a related party of the
Trustee or the Manager, the Trustee will review the contract to ensure that it complies with the requirements relating to interested
party transactions in the Property Funds Appendix (as may be amended from time to time) and the provisions of the Listing
Manual relating to interested person transactions (as may be amended from time to time) as well as such other guidelines as may
from time to time be prescribed by the MAS and the SGX-ST to apply to real estate investment trusts.
Role of the Audit Committee for Interested Party Transactions and Internal Control Procedures
All Interested Party Transactions will be subject to regular reviews by the Audit Committee.
The Manager’s internal control procedures are intended to ensure that Interested Party Transactions are conducted at arm’s
length and on normal commercial terms and are not prejudicial to Unitholders. The Manager maintains a register to record all
Interested Party Transactions (and the basis, including, where practicable, the quotations obtained to support such basis, on
which they are entered into) which are entered into by A-REIT. The Manager incorporates into its internal audit plan a review of all
Interested Party Transactions entered into by A-REIT. The Audit Committee reviews the internal audit reports to ascertain that the
guidelines and procedures established to monitor Interested Party Transactions have been complied with. In addition, the Trustee
will also review such audit reports to ascertain that the Property Funds Appendix have been complied with.
The Manager discloses in A-REIT’s annual report the aggregate value of Interested Party Transactions conducted during the
relevant fnancial year.
Confrmations were obtained from SGX-ST that Rules 905 and 906 of the Listing Manual are not applicable to A-REIT’s interested
party transactions if these are made on the basis of, and in accordance with, the terms and conditions set out in the A-REIT offering
circular dated 5 November 2002 and in relation to development management fees, in accordance with the Circular to Unitholders
dated 8 June 2007 for which approval was obtained in the general meeting on 28 June 2007. These transactions, which also
include trustee fees, management fees, acquisition fees, property management fees, lease management fees, marketing fees,
project management fees, site staff costs, common services fees and land rental payments, do not require Audit Committee
approval.
COMMUNICATION WITH UNITHOLDERS
The Listing Rules of the SGX-ST require that a listed entity discloses to the market matters that could or might be expected to
have a material effect on the price of the entity’s securities. The Manager upholds a strong culture of continuous disclosure and
transparent communication with Unitholders and the investing community. The Manager’s disclosure policy requires timely and
full disclosure of all material information relating to A-REIT by way of public releases or announcements through the SGX-ST via
SGXNET at frst instance and then including the release on A-REIT’s website at www.a-reit.com.
The Manager also conducts regular half-yearly briefngs for analysts and media representatives, which will generally coincide
with the release of A-REIT’s results. During these briefngs, the Manager will review A-REIT’s most recent performance as well as
discuss the business outlook for A-REIT. In line with the Manager’s objective of transparent communication, briefng materials are
released to the SGX-ST and also made available on A-REIT’s website.
During the year under review, the Manager also met or teleconferenced with institutional investors in Singapore, Hong Kong,
Europe and USA. In addition, the Manager pursues opportunities to educate and keep retail investors informed of the REIT
industry through seminars organised by the SGX-ST or other public associations. The annual Unitholders’ Meeting was also held
for the Manager to engage with investors, particularly retail investors, allowing them direct access to the Manager and for the
Manager to respond to any queries the investors might have.
CORPORATE GOVERNANCE
ASCENDAS REAL ESTATE INVESTMENT TRUST
ANNUAL REPORT FY11/12
116