Starhill Global REIT - Annual Report 2014/15

Sustainability

Environment, People and Community

Sustainability

Corporate Governance

rock climbing and ice-skating for our

People to learn a sport, unwind and

interact with their fellow colleagues.

Lunch talks and workshops covering

skin care and beauty tips, healthy

cooking, weight loss, personal

financial management and stress

management knowledge were

provided by wellness specialists

and nutritionists. As part of building

an engaging culture, festive

events such as Chinese New Year

and Mid-Autumn Festival were

celebrated together.

Our continuous efforts in

implementing workplace health

activities ensure that our people

continue to live well-balanced

work lives resulting in a happier,

healthier and productive workforce.

As a testament of our sustained

commitment in promoting

workplace health and employee

health management practices,

we are the proud recipient of the

Gold Singapore HEALTH Award

2015, conferred by the Health

Promotion Board.

Fun and play are weaved into work

to make learning a meaningful

experience. To educate our people

on retail brands, an excursion to

Johor Premium Outlet, Malaysia

was organised.

To forge stronger team dynamics

and foster employee dedication,

the company organised incentive

trips to Seoul and Bali as part of

our people-centric and staff

engagement initiatives.

The Success Story Continues

A Company is only as great as the

people who embody its mission.

We firmly believe each and every

individual has potential and can

make a positive difference. The

broad array of employees’

capabilities and experiences can

only be powerful when these are

assembled to shape and support

the Company’s growth plans.

We believe the importance of

holistic work-life experience and

care about providing fulfilment for

our People. In our commitment to

drive long-term sustainability and

continued business growth, we

remain focused on strengthening

organisational capabilities, employee

engagement and the leadership

bench. To be future-ready and to

meet the evolving business needs,

we will continue to inspire our

people to embrace the unceasing

need for knowledge and renew

their skills.

Growing together with our People is

a journey. The strategic imperative is

to be future-ready and the Manager

remains committed to take the

company to greater excellence.

Our corporate social responsibility

initiatives are in support of the

underprivileged. Through various

programmes and activities, we aim

to contribute meaningfully to our

local communities.

28 June 2014

Soccer legend Michael Owen made

a guest appearance on 28 June 2014

as part of Wisma Atria’s GOAL!

All The Way campaign. Eight

children beneficiaries with special

needs, who were selected by the

Community Chest, interacted with

him at the football simulator machine.

Funds were also raised by the public

for the football simulator machine,

MANAGER OF STARHILL GLOBAL REIT

YTL Starhill Global REIT Management Limited was

appointed the Manager of Starhill Global REIT in

accordance with the terms of the Starhill Global REIT Trust

Deed dated 8 August 2005 (as amended) (“Trust Deed”).

The Manager of Starhill Global REIT has general power

of management over the assets of Starhill Global

REIT. The primary role of the Manager is to set the

strategic direction of Starhill Global REIT and to make

recommendations to HSBC Institutional Trust Services

(Singapore) Limited, as trustee of Starhill Global REIT

(“Trustee”) on acquisitions, divestments and enhancement

of the assets of Starhill Global REIT, in accordance with its

stated business strategy and the terms of the Trust Deed.

Other important functions and responsibilities of the

Manager include:

1.

using its best endeavours to ensure that the

business of Starhill Global REIT is carried out and

conducted in a proper and efficient manner and to

conduct all transactions with, or for Starhill Global

REIT, at arm’s length;

2. preparing property business 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 manage the performance of Starhill Global

REIT’s assets;

3. ensuring compliance with applicable laws and

regulations, and the Trust Deed;

4. attending to all communications with Unitholders; and

5. supervising the property managers in performing

the day-to-day property management functions

(such as leasing, marketing, maintenance, promotion

and accounting) for the properties, pursuant to the

property management agreements.

Starhill Global REIT, which is constituted as a trust, has

no direct staff of its own (other than the staff of its China

subsidiary). It is externally managed by the Manager, who

appoints experienced and well-qualified management

staff to run its operations. All Directors and employees of

the Manager are remunerated by the Manager, and not by

Starhill Global REIT.

The Trust Deed provides

inter alia

for the removal of

the Manager in certain situations, including by way of

resolution passed by a simple majority of Unitholders

present and voting at a general meeting duly convened,

with no Unitholder being disenfranchised.

On 16 September 2010, the Manager obtained a capital

markets services licence from the MAS to conduct REIT

and a personal jersey from the

soccer legend himself was donated

to the Community Chest.

Canossaville Children’s Home

18 November 2014

The Manager partnered with

Canossaville Children’s Home

and invited youth beneficiaries

(six to 12 years old) from

underprivileged families for a

cooking and baking session during

the year-end school holidays.

It was an afternoon of fun

as staff volunteers enjoyed

interacting with the children

while teaching them how to make

burgers and bake cookies. Tenants

management activities under the Securities and Futures

Act, Chapter 289 of Singapore (“SFA”).

CORPORATE GOVERNANCE CULTURE

The Manager believes that strong and effective corporate

governance is essential in protecting the interests of the

Unitholders of Starhill Global REIT and is critical to the

success of its performance as the Manager.

The Manager is committed to the highest standards

of corporate governance and transparency in the

management of Starhill Global REIT and operates in the

spirit of the Code of Corporate Governance 2012 (“Code”)

in the discharge of its responsibilities as Manager.

The following sections describe the Manager’s primary

corporate governance policies and practices with specific

references to the Code, which incorporate measures for

avoiding conflicts of interest, including prioritising the

interests of Unitholders over those of the Manager.

These policies and practices also ensure that applicable

laws and regulations including the listing rules of the

Singapore Exchange Securities Trading Limited (“SGX-

ST”), the Code of Collective Investment Schemes (“CIS

Code”) (including the Property Funds Appendix) issued

by the MAS, the SFA and the tax ruling dated 20 May 2005

issued by the Inland Revenue Authority of Singapore are

complied with, and that the Manager’s obligations in the

Trust Deed are honoured.

(A) BOARD MATTERS

The Board’s Conduct of Affairs

Principle 1:

Every company should be headed by an effective Board

to lead and control the company. The Board is collectively

responsible for the success of the company. The Board

works with Management to achieve this and Management

remains accountable to the Board.

The Board of Directors of the Manager (“Board”) is

responsible for the overall management and corporate

governance of the Manager and Starhill Global REIT,

including establishing performance objectives for the

management team of the Manager (“Management”) and

monitoring the achievement of these objectives. All Board

members participate in matters relating to corporate

governance, business operations and risk management,

and financial performance.

Each Director must act honestly, with due care and

diligence, and in the best interest of Unitholders. This

obligation ties in with the Manager’s prime responsibility

in managing the assets and liabilities of Starhill Global

REIT for the benefit of Unitholders. Decisions are taken

objectively in the interests of Starhill Global REIT. The

Manager has adopted guidelines, details of which are set

out on pages 78 to 79 for related party transactions and

dealing with conflicts of interests.

Ben’s Cookies, Craftholic and Typo

Starhill Global REIT - Annual Report 2014/15 - page 72-73

Warning.