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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.
Fees Payable to the Manager
The Manager is entitled to the
following fees:
(i) Base Fee
The Base Fee covers the operational
and administrative expenses incurred
by the Manager in executing its
responsibilities to manage Starhill
Global REIT’s portfolio.
The Manager is entitled to receive a
base fee of 0.5% per annum of the
Value of Trust Property as defined
on pages 101 and 102 (excluding
GST) (“Base Fee”) or such higher
percentage as may be fixed by an
Extraordinary Resolution of a meeting
of Unitholders.
The Manager may opt to receive the
Base Fee in respect of its properties in
cash or units or a combination of cash
and units (as it may determine).
The portion of the Base Fee payable
in cash shall be payable monthly in
arrears and the portion of the Base
Fee payable in the form of units shall
be payable quarterly in arrears. If
a trigger event occurs, resulting in
the Manager being removed, the
Manager is entitled to be paid the
Base Fee up to the day on which the
trigger event occurs.
During FY 2016/17, the Manager has
elected to receive 100% of the Base
Fee in cash. In accordance with
clause 15.1.1 of the Trust Deed, this
shall be payable monthly in arrears.
(ii) Performance Fee
The Manager is entitled to a
performance fee (“Performance
Fee”) where the accumulated
return (comprising capital gains
and accumulated distributions and
assuming all distributions are re-
invested in the Trust) of the units
(expressed as the “Trust Index”)
in any Financial Year exceeds the
accumulated return (comprising
capital gains and accumulated
distributions and assuming re-
investment of all distributions) of
a benchmark index (“Benchmark
Index”).
The Performance Fee is calculated in
two tiers as follows:
•
a Tier 1 Performance Fee equal to
5.0% of the amount by which the
accumulated return of the Trust
Index exceeds the accumulated
return of the Benchmark Index,
multiplied by the equity market
capitalisation of the Trust; and
•
a Tier 2 Performance Fee which
is applicable only where the
accumulated return of the Trust
Index is in excess of 2.0% per
annum above the accumulated
return of the Benchmark Index.
This tier of the fee is calculated
at 15.0% of the amount by which
the accumulated return of the
Trust Index is in excess of 2.0% per
annum above the accumulated
return of the Benchmark Index,
multiplied by the equity market
capitalisation of the Trust.
The Performance Fee, whether
payable in any combination of cash
and units or solely in cash or units
will be payable annually in arrears
within 30 days after the last day of
each financial year. Please refer to
page 102 for further details on the
Performance Fee.
The Performance Fee is based on
accumulated return (comprising
capital gains and accumulated
distributions and assuming all
distributions are re-invested in the
Trust) of the units, such that where
the accumulated return for the Trust
Index exceeds the total return of
the Benchmark Index, the Manager
will be paid a Performance Fee.
The interests of the Manager are
therefore aligned with the interests of
the Unitholders as the Performance
Fee would be commensurated with
the value that the Manager delivers
to Unitholders in the form of such
accumulated return. In addition,
the Manager has to ensure that
the Trust Index outperforms the
Benchmark Index. This motivates
and incentivises the Manager to
grow the accumulated return to
Unitholders and outperform the
Benchmark Index on a long-term and
sustainable basis through proactive
asset management strategies, asset
enhancement initiatives, disciplined
investments and prudent capital
and risk management. By pegging
performance fee to accumulated
return, the Manager will not take on
excessive short-term risks that will
affect returns to Unitholders.
(iii) Acquisition Fee
The Manager is entitled to an
Acquisition Fee as set out in clause
15.2 of the Trust Deed. This is earned
by the Manager upon completion
of an acquisition. The fee seeks
CORPORATE
GOVERNANCE
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