IREIT Global
annual report 2014
Corporate
Governance Report
• at any time while in possession of undisclosed
price sensitive information.
The directors and employees of the Manager are also
prohibited from dealing with the Units on short-term
basis and communicating price sensitive information
to any person. They are expected to observe the
insider trading laws at all times even when dealing
with Units within permitted trading periods.
Pursuant to Section 137ZC of the SFA, the Manager
is required to, inter alia, announce to the SGX-ST the
particulars of any acquisition or disposal of interest
in Units by the Manager as soon as practicable, and
in any case no later than the end of the business day
following the day on which the Manager became
aware of the acquisition or disposal. In addition,
all dealings in Units by the CEO will also need to be
anager via SGXNET, with the
posted on the SGX-ST website at
and in such form and manner as
escribe.
Dealing with Conflicts of Interest
The Manager has instituted the following procedures
to deal with potential conflict of interest issues:
• The Manager will not manage any other REIT
which invests in the same type of properties as
IREIT;
• Management will be working exclusively for
the Manager and will not hold other executive
positions in other entities;
• All resolutions in writing of the directors in
relation to matters concerning IREIT must be
approved by at least a majority of the directors
(excluding any interested director), including at
least one independent director;
• At least one-third of the Board shall comprise
independent directors;
• In respect of matters in which a director or
his associates (as defined in the Listing
Manual) has an interest, direct or indirect, such
interested director will abstain from voting.
In such matters, the quorum must comprise a
majority of the directors and must exclude such
interested director;
• In respect of matters in which Sella Holdings Pte.
Ltd. (the “Sponsor”) and/or its subsidiaries have
an interest, direct or indirect, any nominees
appointed by the Sponsor and/or its subsidiaries
to the Board to represent their interests will
abstain from deliberation and voting on such
matters. In such matters, the quorum must
comprise a majority of the independent
directors and must exclude nominee directors
of the Sponsor and/or its subsidiaries;
• In respect of matters in which Shanghai Summit
(Group) Co., Ltd. and/or its subsidiaries have
an interest, direct or indirect, any nominees
appointed by Summit and/or its subsidiaries
to the Board to represent their interests will
abstain from deliberation and voting on such
matters. In such matters, the quorum must
comprise a majority of the independent directors
and must exclude nominee directors of Summit
and/or its subsidiaries;
• Except for resolutions relating to the removal
of the Manager, the Manager and its associates
are prohibited from voting or being counted
as part of a quorum for any meeting of the
Unitholders convened to approve any matters in
which the Manager and/or any of its associates
has a material interest; and
• 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 any breach of any agreement entered
into by the Trustee for and on behalf of IREIT
with a related party of the Manager (“Related
Party”), the Manager shall be obliged to consult
with 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 IREIT, has a prima
