C O R P O R A T E G O V E R N A N C E
Good corporate governance is anchored in the core values of Ascendas Real Estate Investment Trust (“A-REIT”), which goes beyond
the implementation of forms of best practices and structures, internal checks and balances, transparency and compliance.
Ascendas Funds Management (S) Limited, as the manager of A-REIT (“the Manager”), believes that effective corporate governance
is critical to its performance as manager of A-REIT, and consequently, the success of A-REIT. As a result, it has adopted a
comprehensive and robust corporate governance framework which aligns internal principles with prevailing legislation, regulations
and codes (including the Code of Corporate Governance 2012) in Singapore.
THE MANAGER OF A-REIT
Ascendas Funds Management (S) Limited was appointed as manager of A-REIT in accordance with the terms of the trust deed
constituting A-REIT dated 9th October 2002 (as subsequently amended) (the “Trust Deed”).
Pursuant to the Trust Deed, the Manager has general powers of management over the assets of A-REIT. The Manager’s main
responsibility is to manage A-REIT’s assets and liabilities for the benefit of unitholders of A-REIT (“Unitholders”).
The role of the Manager includes setting the strategic business direction of A-REIT and making recommendations to HSBC Institutional
Trust Services (Singapore) Limited as the trustee of A-REIT (the “Trustee”), on acquisitions, divestments and enhancement of the
assets of A-REIT in accordance with its business strategy. The Manager is also responsible for the capital and risk management of
A-REIT. Other key functions and responsibilities of the Manager include:
1.
carrying on and conducting all transactions on behalf of A-REIT at arm’s length, using its best endeavours;
2.
approving A-REIT’s business plan and budget;
3.
ensuring compliance with applicable requirements, laws and regulations, such as those contained in the Listing Rules
of Singapore Exchange Securities Trading Limited (“SGX-ST”), the Code on Collective Investment Schemes (“CIS Code”)
including the Property Funds Appendix issued by the Monetary Authority of Singapore (the “MAS”), the Capital Markets
Services (“CMS”) licence for REIT Management issued by the MAS, the Securities and Futures Act, Chapter 289 of Singapore
(“SFA”), as well as the Manager’s obligations under the Trust Deed;
4.
ensuring the execution of works by the appointed Property Manager that provides property management, marketing
and project management services for the properties held by A-REIT, pursuant to the relevant property management
agreement; and
5.
maintaining a framework of prudent and effective controls which enable financial, operational and compliance risks, to be
assessed and managed.
In executing its responsibilities to A-REIT, the Manager has adopted a set of internal guidelines and financial regulations, which set
out approval limits for, amongst others, capital expenditure, new investments and divestments, and the operation of bank accounts.
The Board of Directors of the Manager (the “Board”) comprises competent and experienced individuals who have considerable
experience in the real estate industry and/or other relevant fields of business. The Board oversees the Manager and ensures
primarily, that the interests of the Unitholders are always upheld above the interests of the Manager and its shareholder/sponsor.
The Trust Deed outlines certain circumstances under which the Manager can be retired in favour of another corporation approved
by the Trustee or be removed by notice given in writing by the Trustee upon the occurrence of certain events, including by
a resolution proposed and passed by a majority being greater than 50.0% of the total number of votes cast at a meeting of
Unitholders duly convened in accordance with the provisions of the Trust Deed (with no Unitholder being disenfranchised).
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