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CORPORATE
GOVERNANCE
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
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.
Where there are differences from the
principles and guidelines of the Code,
an explanation has been provided
in this section. 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 85 to 86 for
related party transactions and dealing
with conflicts of interests.
Board meetings are scheduled and
held at least once every quarter.
Four Board meetings were held in
FY 2016/17. The Constitution of the
Manager permits Board meetings to
be held by way of teleconference and
videoconference. Directors meet to
discuss and review the strategies and
policies of Starhill Global REIT, including
any significant matters pertaining to
acquisitions and disposals, the annual
budget, and the financial performance
of Starhill Global REIT measured
against a previously approved budget.
The Board also reviews and approves
the release of Starhill Global REIT’s
quarterly and annual results. The
Board will generally review matters
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STARHILL GLOBAL REIT ANNUAL REPORT FY 2016/17