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Ascott Residence Trust
Annual Report 2015
Overview
Sustainability
Business
Review
Portfolio
Details
Corporate
Governance &
Transparency
Financials &
Additional
Information
Role of the Audit Committee for Interested Person Transactions
The Manager’s internal control procedures are intended to ensure that Interested Person Transactions are
conducted at arm’s length and on normal commercial terms, and are not prejudicial to Ascott Reit and
Unitholders’ interests.
The Manager maintains a register to record all Interested Person Transactions which are entered into by
Ascott Reit (and the basis on which they are entered into, including the quotations obtained to support such
basis). All Interested Person Transactions are subject to regular periodic reviews by the AC, which in turn
obtains advice from CL IA, to ascertain that the guidelines and procedures established to monitor Interested
Person Transactions, including the relevant provisions of the Listing Manual and the Property Funds Appendix,
as well as any other guidelines which may from time to time be prescribed by the SGX-ST, MAS or other relevant
authorities, have been complied with. The review includes an examination of the nature of the transaction and
its supporting documents or such other information deemed necessary by the AC. If a member of the AC has
an interest in a transaction, he is to abstain from participating in the review and approval process in relation to
that transaction.
Details of all Interested Person Transactions (equal to or exceeding S$100,000 each in value) entered into by
Ascott Reit during FY 2015 are disclosed on page 218 of this Annual Report.
Dealing with Conflicts of Interest
The following principles and procedures have been established to deal with potential conflicts of interest which
the Manager (including its Directors, executive officers and employees) may encounter in managing Ascott Reit:
(a) the Manager is a dedicated manager to Ascott Reit and will not manage any other REIT or be involved in any
other real property business;
(b) all resolutions at meetings of the Board in relation to matters concerning Ascott Reit must be decided by a
majority vote of the Directors, including at least one ID;
(c) in respect of matters in which CL and/or its subsidiaries have an interest, whether direct or indirect, any nominees
appointed by CL and/or its subsidiaries to the Board will abstain from voting. In such matters, the quorum must
comprise a majority of IDs and shall exclude such nominee Directors of CL and/or its subsidiaries;
(d) in respect of matters in which a Director or his associates have an interest, whether direct or indirect, such
interested Director will abstain from voting. In such matters, the quorum must comprise a majority of the
Directors and shall exclude such interested Director(s);
(e) 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 Ascott Reit with an affiliate of the
Manager, the Manager is obliged to consult with a reputable law firm (acceptable to the Trustee) which shall
provide legal advice on the matter. If the said law firm is of the opinion that the Trustee, on behalf of Ascott Reit,
has a
prima facie
case against the party allegedly in breach under such agreement, the Manager is obliged to
pursue the appropriate remedies under such agreement; and
(f) at least one-third of the Board shall comprise IDs.
Ascott Reit’s properties are located in Europe as well as in the Pan-Asian region and its strategy is to acquire
serviced residences, rental housing properties and other hospitality assets located in any part of the world
that are generating revenue and are yield accretive. The Ascott Limited (Ascott) owns and manages serviced
residences and rental housing properties in Europe, the Pan-Asian region and the Gulf region. Potential conflicts
of interests between Ascott and Ascott Reit may arise in respect of the serviced residence industry in Europe
and the Pan-Asian region, where Ascott Reit’s properties are located and in any country where Ascott Reit’s
investment strategy is to acquire serviced residences, rental housing properties and other hospitality assets
located therein.
