94 CapitaLand Ascendas REIT Corporate Governance The procedures include the following: Interested Person Transactions1 Approving Authority, Procedures and Disclosure S$100,000 and above per transaction (which singly, or when aggregated with other transactions2 with the same interested person (Interested Person) in the same financial year, is less than S$15 million) • Management • ARC (review at regular intervals) Transaction above S$15 million (which singly, or when aggregated with other transactions2 with the same Interested Person in the same financial year, is less than 3.0% of CLAR’s latest audited net tangible assets / NAV3) • Management • ARC Transaction2 which: (a) is equal to or exceeds 3.0% of CLAR’s latest audited net tangible assets / NAV3; or • Management • ARC • Immediate Announcement (b) when aggregated with other transactions2 with the same Interested Person in the same financial year, is equal to or exceeds 3.0% of CLAR’s latest audited net tangible assets / NAV3 Transaction2 which: • Management • ARC • Immediate Announcement • Unitholders4 (a) is equal to or exceeds 5.0% of CLAR’s latest audited net tangible assets / NAV3; or (b) when aggregated with other transactions2, 4 with the same Interested Person in the same financial year, is equal to or exceeds 5.0% of CLAR’s latest audited net tangible assets / NAV3 1 This table does not include the procedures applicable to IPTs falling under the exceptions set out in Rules 915 and 916 of the Listing Manual. 2 Either individually or as part of a series or if aggregated with other transactions involving the same interested party during the same financial year. 3 NAV means net asset value. 4 In relation to approval by Unitholders for transactions that are equal to or exceed 5.0% of CLAR’s latest audited net tangible assets / NAV (whether singly or aggregated), any transaction which has been approved by Unitholders, or is the subject of aggregation with another transaction that has been approved by Unitholders, need not be included in any subsequent aggregation. The Manager has engaged BDO LLP (BDO) to carry out reviews on IPTs on a quarterly basis. As part of this engagement, BDO reviews, amongst other procedures, the maintenance of IPT registers, the process of identification of IPTs, the comparables used for assessing if IPTs are undertaken at arm’s length and on normal commercial terms, and that there is reasonable and valid documentation supporting the conclusions on IPTs. Guidelines and procedures established to monitor IPTs are also audited on a periodic basis. Role of the Audit & Risk Committee for Interested Person Transactions The Manager’s internal control procedures are intended to ensure that IPTs are conducted at arm’s length, on normal commercial terms and are not prejudicial to CLAR and Unitholders’ interests. The Manager maintains a register to record all IPTs entered into by CLAR (and the basis on which they are entered into, including quotations obtained to support such basis). All IPTs are subject to regular periodic reviews by the ARC, which in turn obtains advice from BDO, to ascertain that the guidelines and procedures established to monitor IPTs, including the relevant provisions of the Listing Manual and the Property Funds Appendix, as well as any other guidelines which may from time to time be prescribed by the SGX-ST, MAS or other relevant authorities, have been complied with. The review includes an examination of the nature of the transaction and its supporting documents or such other information deemed necessary by the ARC. ARC members with an interest in any IPT are required to abstain from participating in the review and approval process in relation to that transaction. The ARC and the Trustee receive quarterly reports on IPTs reviewed by BDO
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