24
CORPORATE
GOVERNANCE
The Manager believes that strong and effective
corporate governance is essential in fulfilling its
mandate to protect the best interests of the unitholders
of MMP REIT (“Unitholders”) and is critical to the
success of its performance as the Manager.
The following sections describe the Manager’s primary
corporate governance policies and practices. They
encompass pro-active measures for avoiding situations
of conflict and potential conflicts of interest, including
prioritising the interests of Unitholders over those of
the Manager. They also ensure that applicable laws and
regulations contained in the listing manual of the SGX-
ST, the Code of Collective Investment Schemes (the
“CIS Code”) (including the Property Funds Guidelines)
issued by the MAS, the Securities and Futures Act
Chapter 289 of Singapore (the “SFA”) and the tax
ruling dated 20 May 2005 issued by the Inland Revenue
Authority of Singapore (the “Tax Ruling”) are complied
with, and that the Manager’s obligations in the MMP
REIT Trust Deed (including any supplemental,
amended or restated deeds thereto) are honoured.
Manager of MMP REIT
Macquarie Pacific Star Prime REIT Management
Limited was appointed the Manager of MMP REIT
in accordance with the terms of the Trust Deed dated
8 August 2005 (last amended and restated on 10
December 2007) (the “Trust Deed”). The terms and
duration of the Manager’s appointment are governed by
the Trust Deed (including any supplemental, amended
or restated deeds thereto).
The Manager of MMP REIT has general power
of management over the assets of MMP REIT.
The Manager’s main responsibility is to manage
MMP REIT’s assets and liabilities for the benefit
of Unitholders. The primary role of the Manager is
to set the strategic direction of MMP REIT and to
make recommendations to HSBC Institutional Trust
Services (Singapore) Limited, as trustee of MMP
REIT (the “Trustee”) on acquisitions, divestments
and enhancement of the assets of MMP REIT, in
accordance with its stated business strategy and the
terms of the Trust Deed (including any supplemental,
amended or restated deeds thereto). Other important
functions and responsibilities of the Manager include:
(1) Using its best endeavours to ensure that the
business of MMP REIT is carried out and
conducted in a proper and efficient manner and
to conduct all transactions with, or for MMP REIT,
at arm’s length;
(2) Preparing property plans on a regular basis,
which may contain proposals and forecasts on net
income, capital expenditure, sales and valuations,
explanations of major variances to previous forecasts,
written commentary on key issues and underlying
assumptions on rental rates, occupancy costs and
any other relevant assumptions. The purpose of
these plans is to explain the performance of MMP
REIT’s assets;
(3) Ensuring compliance with the applicable provisions
of the SFA and all other relevant legislations,
the listing manual of the SGX-ST, the CIS
Code, the Trust Deed, the Tax Ruling and all
relevant contracts;
(4) Attending to all communications with Unitholders;
and
(5) Supervising Macquarie Pacific Star Property
Management Pte. Ltd. which performs the day-
to-day property management functions (such as
Committed to upholding the highest standards of
corporate governance