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CORPORATE
GOVERNANCE
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.
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 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
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STARHILL GLOBAL REIT ANNUAL REPORT FY 2016/17