Overview Leadership Portfolio & Performance Sustainability & Governance Financial Statements and Other Information › Where matters concerning CapitaLand Ascott BT relate to transactions to be entered into by the Trustee-Manager for and on behalf of CapitaLand Ascott BT with an interested person of the Trustee-Manager or CapitaLand Ascott BT (which would include relevant associates thereof), the Audit and Risk Committee is required to consider the terms of such transactions (except transactions under agreements which are deemed to have been specifically approved by CapitaLand Ascott BT Unitholders upon purchase of CapitaLand Ascott BT Units) to satisfy itself that such transactions are conducted on normal commercial terms, are not prejudicial to the interests of CapitaLand Ascott BT and the Stapled Securityholders, and are in compliance with all applicable requirements of the Listing Manual and the BTA relating to the transactions in question. If the Trustee-Manager is to sign any contract with an interested person of the Trustee-Manager or CapitaLand Ascott BT, the Trustee-Manager will review the contract to ensure that it complies with the provisions of the Listing Manual and the BTA relating to interested person transactions (as may be amended from time to time) as well as any other guidelines as may from time to time be prescribed to apply to business trusts. PRESENT AND ONGOING INTERESTED PERSON TRANSACTIONS (i) Exempted Agreements The fees and charges payable by CapitaLand Ascott BT to the Trustee-Manager under the CapitaLand Ascott BT Trust Deed are considered interested person transactions which are deemed to have been specifically approved by the CapitaLand Ascott BT Unitholders upon their purchase of the CapitaLand Ascott BT Units, to the extent that there are no subsequent changes to the rates and/ or bases of the fees charged thereunder which will adversely affect CapitaLand Ascott BT. (ii) Future Interested Person Transactions Depending on the materiality of the transaction, CapitaLand Ascott BT may make a public announcement of or obtain prior approval of the CapitaLand Ascott BT Unitholders for such a transaction. If necessary, the Trustee-Manager Board may make a written statement in accordance with the resolution of the Trustee-Manager Board and signed by at least two Trustee-Manager Directors on behalf of the Trustee-Manager Board certifying that, inter alia, such interested person transaction is not detrimental to the interests of the CapitaLand Ascott BT Unitholders as a whole, based on the circumstances at the time of the transaction. The Trustee-Manager may, in future, seek an annual general mandate from the CapitaLand Ascott BT Unitholders for recurrent transactions of revenue or trading nature or those necessary for the day-to-day operations with interested persons, and all transactions would then be conducted under such a general mandate for that relevant financial year. In seeking such an annual general mandate, the Trustee-Manager may appoint an independent financial adviser to render an opinion as to whether the methods or procedures for determining the transaction prices contemplated under the annual general mandate are sufficient, in an effort to ensure that such transactions will be carried out on normal commercial terms and will not be prejudicial to the interests of CapitaLand Ascott BT and the CapitaLand Ascott BT Unitholders. The Trustee-Manager has in place an internal control system as well as policies and procedures to ensure that all future interested person transactions will be undertaken on an arm’s length basis, on normal commercial terms, will not be prejudicial to the interests of CapitaLand Ascott BT and the minority CapitaLand Ascott BT Unitholders, and will be in accordance with all applicable requirements of the BTA, the Listing Manual and all applicable guidelines as may from time to time be prescribed to apply to business trusts relating to the transaction in question. Management identifies interested person transactions in relation to CapitaLand Ascott BT. The Trustee-Manager maintains a register to record all interested person transactions which are entered into by CapitaLand Ascott BT. The Trustee-Manager incorporates into its plan a review of all interested person transactions entered into by CapitaLand Ascott BT during the financial year. The Audit and Risk Committee reviews at least quarterly in each financial year the interested person transactions entered into during such quarterly period to ascertain that the guidelines and procedures established to monitor interested person transactions have been complied with. The review includes the examination of the nature of the transactions and their supporting documents or such other data that the Audit and Risk Committee deems necessary. If a member of the Audit and Risk Committee has an interest in a transaction, he or she will abstain from participating in the review and approval process in relation to that transaction. ANNUAL REPORT 2023 139
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