C O R P O R A T E G O V E R N A N C E
The Manager has also established a Conflict of Interest Policy for its employees and major service providers to ensure that any
conflicts of interest or potential conflicts of interest are disclosed and approvals are sought where required.
It is also provided in the Trust Deed that if the Manager is required to decide whether or not to take any action against any
person in relation to a breach of any agreement entered into by the Trustee for and on behalf of A-REIT with an affiliate of the
Manager, the Manager shall be obliged to consult a reputable law firm (acceptable to the Trustee) who shall provide legal advice
on the matter. If the said law firm is of the opinion that the Trustee, on behalf of A-REIT, has prima facie evidence against the
person allegedly in breach of such agreements, the Manager shall be obliged to take appropriate action with reference to such
agreements. The Directors of the Manager will have a duty to ensure that the Manager so complies.
Notwithstanding the foregoing, the Manager shall inform the Trustee as soon as it becomes aware of any breach of any agreement
entered into by the Trustee for and on behalf of A-REIT with an affiliate of the Manager. The Trustee may then take such action as
it deems necessary to protect the rights of Unitholders and/or which is in the interests of Unitholders. Any decision by the Manager
not to take action against an affiliate of the Manager shall not constitute a waiver of the Trustee’s right to take such action as it
deems fit against such affiliate of the Manager.
Under the Trust Deed, the Manager and its Associates (as defined in the Trust Deed) are prohibited from voting with their Units
at, or being part of a quorum for, any meeting of Unitholders convened to approve any matter in which the Manager or any of
its Associates has a material interest in the business to be conducted (save for a resolution to remove the Manager as provided in
the Trust Deed).
Dealing with Interested Person Transactions
Review Procedures for Interested Person Transactions
The Manager has established internal control procedures to ensure that all transactions involving, among others, the Trustee, as the
trustee for A-REIT, and an Interested Person of the Manager are undertaken on an arm’s length basis and on normal commercial
terms, which are generally no more favourable than those extended to unrelated third parties. The Manager would have to
demonstrate this to the AC, which may include obtaining (where practicable) quotations from parties unrelated to the Manager,
or obtaining a valuation from an independent valuer (in accordance with the Property Funds Appendix). In addition, regulatory
requirements relating to IPTs, including the need for approvals and disclosure, are strictly observed by the Manager.
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 Interested Person 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 Interested Person of the Manager. If the Trustee is to sign any contract
with a Interested Person of the Trustee or the Manager, the Trustee will review the contract to ensure that it complies with the
requirements relating to IPTs in the Property Funds Appendix (as may be amended from time to time) and the provisions of the
Listing Manual relating to IPTs (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.
ASCENDAS REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014/15
