IREIT Global
annual report 2014
Corporate
Governance Report
it deems fit, request advice on the transaction
from independent sources or advisers, including
the obtaining of valuations from independent
professional valuers. Furthermore, under the
Listing Manual and the Property Funds Appendix,
such transactions would have to be approved
by the Unitholders at a meeting of Unitholders
duly convened and held in accordance with the
provisions of the Trust Deed.
Where matters concerning IREIT relate to
transactions entered into or to be entered into by
the Trustee for and on behalf of IREIT with a Related
Party of the Manager (which would include relevant
Associates (as defined in the Listing Manual) thereof)
or IREIT, the Trustee is required to consider the
terms of such transactions to satisfy itself that such
transactions are conducted:
•
on normal commercial terms;
•
are not prejudicial to the interests of IREIT and
the Unitholders; and
•
are in accordance with all applicable
requirements of the Property Funds Appendix
and/or the Listing Manual relating to the
transaction in question.
The Trustee has the discretion under the Trust Deed
to decide whether or not to enter into a transaction
involving a Related Party of the Manager or IREIT.
If the Trustee is to sign any contract with a Related
Party of the Manager or IREIT, the Trustee will
review the contract to ensure that it complies with
the relevant requirements relating to Related Party
Transactions (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 REITs.
IREIT will comply with Rule 905 of the Listing Manual
by announcing any Interested Person Transaction
in accordance with the Listing Manual if the value
of such transaction, by itself or when aggregated
with other Interested Person Transactions entered
into with the same Interested Person during the
same financial year, is 3.0% or more of IREIT’s latest
audited net tangible assets.
The aggregate value of all Related Party Transactions
which are subject to Rules 905 and 906 of the Listing
Manual in a particular financial year will be disclosed
in the annual report of IREIT for the relevant financial
year.
The ARC will periodically review all Related Party
Transactions to ensure compliance with the Manager’s
internal control systems, the relevant provisions of
the Listing Manual, and the Property Funds Appendix.
The review will include the examination of the nature
of the transaction and supporting documents or such
other data deemed necessary by the ARC.
AUDIT AND RISK COMMITTEE
Principle 12:
The Board should establish an Audit
Committee with written terms of reference which
clearly set out its authority and duties.
The ARC comprises Mr Lim Kok Min, John, Mr Nir
Ellenbogen and Mr Tan Wee Peng Kelvin (Chairman
of the ARC), all of whom are independent non-
executive directors. The key role of the ARC is to
monitor and evaluate the effectiveness of the
Manager’s internal controls. The ARC also reviews
the quality and reliability of information prepared
for inclusion in financial reports, and is responsible
for the nomination of external auditors and reviewing
the adequacy of external auditors in respect of cost,
scope and performance.
The ARC’s responsibilities also include:
• monitoring the procedures established to
regulate Related Party Transactions, including
ensuring compliance;
• reviewing transactions constituting Related Party
Transactions;
• deliberating on resolutions relating to conflict of
interest situations involving IREIT;
