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Ascott Residence Trust
Annual Report 2015
Corporate Governance
In order to mitigate conflict of interests between Ascott and Ascott Reit in Europe and the Pan-Asian region,
the Trustee has been granted a right of first refusal by Ascott over the proposed disposal of (a) any properties
that are used, or predominantly used, as serviced residences or rental housing properties in Europe and
the Pan-Asian region (including those under the “Ascott”, “Somerset” and “Citadines” brands) and (b) any
shares or equity interests in single-purpose corporations which hold such properties (each a Relevant Asset),
by Ascott, its related fund or any of its wholly owned subsidiaries (each an Ascott entity), for so long as the
Manager remains the manager of Ascott Reit and Ascott and/or any of its related corporations remain a
shareholder of the Manager. Consequently, if an Ascott entity proposes to dispose of a Relevant Asset to an
unrelated third party, or if a proposed offer of a Relevant Asset is made to an Ascott entity, Ascott is required
to grant to the Trustee the first right to acquire the Relevant Asset for the benefit of Ascott Reit.
In respect of voting rights where the Manager would face a conflict between its own interests and that of
Unitholders, the Manager shall cause such voting rights to be exercised according to the discretion of the
Trustee.
Dealings in Securities
The Manager has devised and adopted a securities dealing policy for the Manager’s officers and employees
which applies the best practice recommendations in the Listing Manual. To this end, the Manager has issued
guidelines to its Directors and employees as well as certain relevant executives of the CL Group, which set out
prohibitions against dealings in Ascott Reit Group’s securities (i) while in possession of material unpublished price
sensitive information, (ii) during the two weeks immediately preceding, and up to the time of the announcement
of, Ascott Reit’s financial statements for each of the first three quarters of Ascott Reit’s financial year, and,
(iii) during the one month immediately preceding, and up to the time of the announcement of, Ascott Reit’s
financial statements for the full financial year. Prior to the commencement of each relevant period, an email
would be sent out to all Directors and employees of the Manager as well as certain relevant executives of the
CL Group to inform them of the duration of the period. The Manager will also not deal in Ascott Reit Group’s
securities during the same period.
Directors and employees of the Manager as well as certain relevant executives of the CL Group are also prohibited
from dealing in securities of Ascott Reit Group if they are in possession of unpublished price sensitive information
of Ascott Reit Group. As and when appropriate, they would be issued an advisory to refrain from dealing in
Ascott Reit Group’s securities.
Under the policy, Directors and employees of the Manager as well as certain relevant executives of the
CL Group are also discouraged to trade on short-term or speculative considerations. They are also prohibited
from using any information with respect to other companies or entities obtained in the course of their employment
in connection with securities transactions of such companies or entities.
Fees payable to the Manager
Under the revised CIS Code issued by MAS which came into effect on 1 January 2016, where fees are payable
out of the deposited property of a property fund, the methodology and justifications for each type of fees
payable should be disclosed. The methodology for computing the fees is disclosed under the Notes to Financial
Statements.
