Sustainability
Corporate Governance
Proxy forms containing voting rules and procedures are
provided to Unitholders. During the meeting, Unitholders
are also briefed on the detailed voting procedures. All
resolutions are put to vote by poll and detailed results
showing the number of votes cast for and against each
resolution and the respective percentages are announced
on SGXNET. For the Annual General Meeting held in 2014,
voting was done through electronic poll.
The Manager is in full support of unitholder participation
at AGMs. For those who hold their units through CPF
nominees and who are not registered as unitholders
of Starhill Global REIT, the Manager welcomes them to
attend the AGM as observers.
Notices for the general meetings of Unitholders setting
out all items of business to be transacted at the general
meetings are also announced on SGXNET. Members of
the Board, representatives of the Trustee, the Manager’s
senior management and the external auditors of
Starhill Global REIT are in attendance at such general
meetings, and Unitholders are given the opportunity to
air their views and ask questions regarding the matters
to be tabled at the general meetings. Resolutions put
to the general meeting are separate unless they are
interdependent and linked, and the reasons and material
implications are explained. Minutes of general meetings
will be made available to Unitholders at their request.
A Unitholder is allowed to appoint one or two proxies to
attend and vote at the general meetings in his/her stead.
The Manager discloses the distribution policy of Starhill
Global REIT on page 100 of this Annual Report.
(E) ADDITIONAL INFORMATION
Dealing With Related Party Transactions
Review procedures for related party transactions
The Manager has established internal control procedures
to ensure that transactions involving the Trustee, as
trustee for Starhill Global REIT, and any Interested Person
or Interested Party as defined in the listing manual of the
SGX-ST and the Property Funds Appendix respectively
(“Related Party Transactions”) are undertaken on normal
commercial terms and will not be prejudicial to the
interests of Starhill Global REIT or the Unitholders. As a
general rule, the Manager would have to demonstrate to
the Audit Committee that such transactions satisfy the
foregoing criteria, which may entail obtaining (where
practicable) quotations from parties unrelated to the
Manager, or obtaining valuations from independent
professional valuers (in accordance with the Property
Funds Appendix).
In addition, the following procedures are followed:
1.
Transactions (either individually or as part of a series
or if aggregated with other transactions involving the
same related party during the same financial year)
below 3.0% of Starhill Global REIT’s latest audited net
tangible assets will be subject to review by the Audit
Committee;
The Audit Committee reviews the internal audit reports to
ascertain that the guidelines and procedures established
to monitor Related Party Transactions have been complied
with. The Audit Committee periodically reviews all Related
Party Transactions to ensure compliance with the internal
control procedures and with the relevant provisions of
the listing manual of the SGX-ST and the Property Funds
Appendix. The review includes the examination of the
nature of the transaction and its supporting documents
or such other data deemed necessary by the Audit
Committee. If a member of the Audit Committee or any
Director has an interest in a transaction, he is to abstain
from participating in the review and approval process in
relation to that transaction. The Manager discloses in Starhill
Global REIT’s annual report the aggregate value of Related
Party Transactions (equal to or exceeding S$100,000 each
in value) entered into during the relevant financial year.
Dealing With Conflicts Of Interest
The Manager has instituted the following procedures to
deal with potential conflicts of interest issues which may
arise in managing Starhill Global REIT:
1.
The Manager will not manage any other real estate
investment trust which invests in the same type of
properties as Starhill Global REIT;
2. All executive officers will be employed by the
Manager;
3. All resolutions in writing of the Directors of the
Manager in relation to matters concerning Starhill
Global REIT must be approved by a majority of the
Directors, including at least one independent Director;
4. At least half of the Board shall comprise independent
Directors;
5. All Related Party Transactions must be reviewed
by the Audit Committee and/or approved by a
majority of the Audit Committee in accordance with
the materiality thresholds and procedures outlined
above. If a member of the Audit Committee has an
interest in a transaction, he will abstain from voting;
6. In respect of matters in which a Director of the
Manager or his Associates (as defined in the listing
manual of the SGX-ST) have an interest, direct or
indirect, such interested Director will abstain from
voting. In such matters, the quorum must comprise
a majority of the Directors of the Manager and must
exclude such interested Director; and
7. The Manager and its Associates are prohibited from
being counted in a quorum for or voting at any
meeting of Unitholders convened to approve any
matter in which the Manager or any of its Associates
have a material interest.
The Directors of the Manager are under a fiduciary duty
to Starhill Global REIT to act in its best interests in relation
to decisions affecting Starhill Global REIT when they are
voting as a member of the Board. In addition, the Directors
and executive officers of the Manager are expected to act
with integrity at all times. It is also provided in the Trust
Deed that if the Manager is required to decide whether
2. Transactions (either individually or as part of a series
or if aggregated with other transactions involving the
same related party during the same financial year)
equal to or exceeding 3.0% but below 5.0% of Starhill
Global REIT’s latest audited net tangible assets will be
subject to the review and prior approval of the Audit
Committee. Such approval shall only be given if the
transactions are on normal commercial terms and
consistent with similar types of transactions made by
the Trustee, as trustee for Starhill Global REIT, with
third parties which are unrelated to the Manager; and
3. Transactions (either individually or as part of a series
or if aggregated with other transactions involving
the same related party during the same financial
year) equal to or exceeding 5.0% of Starhill Global
REIT’s latest audited net tangible assets will be
subject to review and prior approval of the Audit
Committee which may, as it deems fit, request
advice on the transaction from independent sources
or advisers, including obtaining valuations from
professional valuers. Further, under the listing manual
of the SGX-ST and the Property Funds Appendix,
such transactions would have to be approved by
Unitholders at a meeting of Unitholders.
Where matters concerning Starhill Global REIT relate to
transactions entered into or to be entered into by the
Trustee for and on behalf of Starhill Global REIT with a
related party of the Manager or Starhill Global REIT, the
Trustee is required to satisfy itself that such transactions
are conducted on normal commercial terms and are
not prejudicial to the interests of Starhill Global REIT or
Unitholders and are in accordance with all applicable
requirements of the Property Funds Appendix and/or the
listing manual of the SGX-ST relating to the transaction in
question. Further, the Trustee has the ultimate discretion
under the Trust Deed to decide whether or not to enter
into a transaction involving a related party of the Manager
or Starhill Global REIT. If the Trustee is to sign any contract
with a related party of the Manager or Starhill Global
REIT, the Trustee will review the contract to ensure that
it complies with the requirements relating to interested
party transactions in the Property Funds Appendix and
the provisions of the listing manual of the SGX-ST relating
to interested person transactions as well as such other
guidelines as may from time to time be prescribed by the
MAS and the SGX-ST or other relevant authority to apply
to real estate investment trusts.
Internal control procedures
The Manager’s internal control procedures are intended
to ensure that Related Party Transactions are conducted
on normal commercial terms and are not prejudicial to
Unitholders. The Manager maintains a register to record all
Related Party Transactions (and the basis, including, where
practicable, the quotations obtained to support such basis,
on which they are entered into) which are entered into by
Starhill Global REIT. The Manager has incorporated into its
internal audit plan a review of all Related Party Transactions
entered into by Starhill Global REIT.
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 Starhill Global REIT with a
related party of the Manager, the Manager shall be obliged
to consult with a reputable law firm (acceptable to the
Trustee) on the matter. If the said law firm is of the opinion
that the Trustee has a prima facie case against the party
allegedly in breach under such agreement, the Manager
shall be obliged to take appropriate action in relation to
such agreement. The Directors of the Manager (including
its independent Directors) have a duty to ensure that the
Manager so complies.
Notwithstanding the foregoing, the Manager shall inform
the Trustee as soon as it becomes aware of any breach
of any agreement entered into by the Trustee for and
on behalf of Starhill Global REIT with a related party of
the Manager and the Trustee may take such action as it
deems necessary to protect the rights of Unitholders and/
or which is in the interests of Unitholders. Any decision by
the Manager not to take action against a related party of
the Manager shall not constitute a waiver of the Trustee’s
right to take such action as it deems fit against such
related party.
Dealing In Starhill Global REIT Units
Each Director of the Manager is required to give notice
to the Manager of his acquisition of units or of changes in
the number of units which he holds or in which he has an
interest, within two business days after such acquisition or
changes in interest. All dealings in units by Directors of the
Manager are announced via SGXNET.
The Directors and employees of the Manager are
encouraged, as a matter of internal policy, to hold units
but are prohibited from dealing in the units during the
following periods:
1.
a one-month period preceding the announcement of
annual financial results;
2. a two-week period preceding the announcement of
quarterly financial results; or
3. any period when there exists any matter which
constitutes non-public price sensitive information in
relation to the securities of Starhill Global REIT.
The Directors and employees of the Manager are advised
not to deal in the units on short-term considerations.
In addition, the Manager will announce via SGXNET the
particulars of its holdings in the units and any changes
thereto within one business day after the date on which it
acquires or disposes of any units, as the case may be. The
Manager has also undertaken to MAS that it will not deal
in the units during the period commencing one month
before the public announcement of Starhill Global REIT’s
annual and half-year financial results and two weeks
before the public announcement of Starhill Global REIT’s
quarterly financial results, and ending on the date of
announcement of the relevant results.
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78
STARHILL
GLOBAL
REIT
Annual
Report
FY 2014/15
