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of which is delivery of timely and full
disclosure of all material information
relating to Starhill Global REIT by way
of announcements via SGXNET in
the first instance and then including
the announcements on Starhill
Global REIT’s website at www.
starhillglobalreit.com.Where there
is inadvertent disclosure of material
information made to a select group,
the Company will make the same
disclosure publicly to all others
as promptly as possible, where
appropriate or necessary. More
details on the Manager’s investor
relations activities and efforts are
set out on page 59.
Starhill Global REIT’s website contains
recent announcements, press
releases, presentations, and past
and current reports to Unitholders.
The website also provides visitors
with the option of signing up for a
free email alert service on public
materials released by the Manager in
relation to Starhill Global REIT.
The Manager also participates in
investor conferences locally and
overseas as part of its efforts to
cultivate and maintain regular
contact with investors and analysts
and to build interest in and
strengthen the branding of Starhill
Global REIT.
All Unitholders are sent a copy of the
Starhill Global REIT Annual Report
prior to an Annual General Meeting.
As and when an Extraordinary
General Meeting of the Unitholders
is to be held, each Unitholder is sent
a copy of a circular to Unitholders
which contains details of the matters
to be proposed for Unitholders’
consideration and approval.
Unitholders are invited to attend
these meetings to put forward
any questions they may have on
the matters on the agenda. Proxy
forms containing voting rules
and procedures are provided to
Unitholders. During the meeting,
Unitholders are also briefed on the
detailed voting procedures and to
ensure transparency, the Manager
conducts electronic poll voting and
all votes cast for or against and
their respective percentages will be
displayed “live” immediately at the
meeting after the conduct of each
poll and detailed results showing the
number of votes cast for and against
each resolution and the respective
percentages are announced
on SGXNET.
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
auditor 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.
The Manager is in full support of
unitholder participation at AGMs.
A Unitholder is allowed to appoint
one or two proxies to attend and
vote at the general meetings in his/
her stead. Where a Unitholder is a
relevant intermediary (including but
not limited to, a nominee company,
a custodian bank or a CPF agent
bank), such Unitholder may appoint
more than two proxies to vote on its
behalf at the meeting through proxy
forms sent in advance, provided
that each proxy must be appointed
to exercise the rights attached to a
different Unit or Units held by it.
The Manager is not implementing
absentia voting methods such as
voting via mail, e-mail or fax until
security, integrity and other pertinent
issues are satisfactorily resolved.
Starhill Global REIT’s distribution
policy is to distribute at least 90% of
its taxable income.
(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;
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
CORPORATE
GOVERNANCE
85