CORPORATE GOVERNANCE
All IPTs will be subject to regular reviews by the AC and any IPTs requiring disclosure are set out in the Annual Report.
In addition, the following procedures have been undertaken, some of which go beyond the prescribed Listing Manual
requirements:
1.
Transactions (either individually or as part of a series or if aggregated with other transactions involving the same interested
party during the same financial year) equal to or exceeding $100,000 in value but below 1.0 per cent. of A-REIT’s net
tangible assets or $15 million (whichever is the lower) will be subject to review by the AC at regular intervals.
2.
Transactions (either individually or as part of a series or if aggregated with other transactions involving the same
interested party during the same financial year) equal to or exceeding 1.0 per cent. of A-REIT’s net tangible assets or
$15 million (whichever is the lower) but below 3.0 per cent. of A-REIT’s net tangible assets will be subject to the review
and approval of the AC. Such approval shall only be given if the transactions are on arm’s length commercial terms and
consistent with similar types of transactions made by the Trustees with third parties which are unrelated to the Manager.
3.
Transactions (either individually or as part of a series or if aggregated with other transactions involving the same interested
party during the same financial year) equal to or exceeding 3.0 per cent. of A-REIT’s net tangible assets but below 5.0 per
cent. of A-REIT’s net tangible assets will be reviewed and approved by the AC which may, as it deems fit, request advice
on the transaction from independent sources or advisers, including obtaining valuations from professional valuers. An
announcement will be made on SGXNet in accordance with the Listing Manual requirements.
4.
Transactions (either individually or as part of a series or if aggregated with other transactions involving the same interested
party during the same financial year) equal to or exceeding 5.0 per cent. of A-REIT’s net tangible assets will be reviewed
and approved by the AC which may, as it deems fit, request advice on the transaction from independent sources or
advisers, including obtaining valuations from professional valuers. Further, under the Listing Manual and the Property
Funds Appendix, such transactions would require approval by A-REIT unitholders. An announcement will also be made
on SGXNet in accordance with the Listing Manual requirements.
The Manager maintains a register to record all IPTs (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 IPTs entered into by A-REIT. The AC reviews the internal audit reports to ascertain that the guidelines
and procedures established to monitor IPTs 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 IPTs conducted during the relevant financial year.
The entry into and the fees payable pursuant to the Trust Deed have been approved by the Unitholders upon purchase of the
Units at the initial public offering of A-REIT on the SGX-ST in November 2002 and in an Extraordinary General Meeting held on
28 June 2007 (where the Unitholders approved the amendment of the Trust Deed,
inter alia
, to allow the Manager to receive
development management fees), and are therefore not subject to Rules 905 and 906 of the Listing Manual of the SGX-ST. The
entry into and the fees payable pursuant to the PMA2012, CPMA2012 and LMA2012 have been approved by the Unitholders in
an Extraordinary General Meeting held on 28 June 2012, and such fees shall not be subject to aggregation or further Unitholders’
approval requirements under Rules 905 and 906 of the Listing Manual to the extent that there is no subsequent change to the
rates and/or bases of the property management fees and related expenses thereunder which are adverse to A-REIT.
.109
A-REIT ANNUAL REPORT
2015/2016
