Manager receives any acquisition fee in connection with an acquisition from a related party, such acquisition fee shall be payable in the form of Stapled Securities or (as the case may be) CapitaLand Ascott BT Units. The Trustee-Manager is also entitled to a divestment fee at the rate of 0.5% of the Enterprise Value of any real estate or real estate-related asset disposed directly or indirectly by CapitaLand Ascott BT, prorated if applicable to the proportion of CapitaLand Ascott BT’s interest. Any increase in the rate or any change in structure of the Trustee-Manager’s management fee, trustee fee, the acquisition fee or the divestment fee, must be approved by an extraordinary resolution passed at a meeting of CapitaLand Ascott BT Unitholders duly convened and held in accordance with the provisions of the CapitaLand Ascott BT Trust Deed. The table below sets out the fees earned by the Trustee-Manager for FY 2024. Fee Amount (S$’000) % in Cash % in Units Management Fee 5,223 50 50 Trustee Fee 165 100 – For FY 2024, the Trustee-Manager will receive 100% of trustee fee in cash while the management fee (for all properties, excluding Temple Bar Hotel Dublin by The Unlimited Collection (formerly Temple Bar Hotel)) is in the form of 50% cash and 50% Stapled Securities. The management fee derived from Temple Bar Hotel Dublin by The Unlimited Collection is paid 100% in the form of Stapled Securities. No expenses were paid to the Trustee-Manager during FY 2024 and any out-of-pocket expenses incurred were funded by CapitaLand Ascott BT’s working capital. The Trustee-Manager Board will meet to review, semiannually, the material expenses, cost allocations and fees charged to CapitaLand Ascott BT and to ensure that the fees and expenses payable to the TrusteeManager out of the CapitaLand Ascott BT Trust Property are appropriate and in accordance with the CapitaLand Ascott BT Trust Deed. COMPLIANCE WITH THE BUSINESS TRUSTS ACT AND LISTING MANUAL The Company Secretary and Compliance Officer monitor CapitaLand Ascott BT’s compliance with the BTA and the Listing Manual. The Trustee-Manager has an internal compliance manual which serves to summarise all the applicable rules and regulations as well as key internal policies and processes which CapitaLand Ascott BT needs to comply with. The manual will be consistently updated whenever there are changes to the rules and regulations and such policies and processes, and this will help management to ensure that applicable rules and regulations are being complied with. The Trustee-Manager will also engage the services of and obtain advice from professional advisers and consultants from time to time to ensure compliance with the requirements of the BTA and the Listing Manual. COMPLIANCE OF THE TRUSTEEMANAGER BOARD Under regulation 12(1) of the BTR, the Trustee-Manager Board is required to comprise: > at least a majority of Trustee-Manager Directors who are independent from management and business relationships with the Trustee-Manager; > at least one-third of Trustee-Manager Directors who are independent from management and business relationships with the Trustee-Manager and from every substantial shareholder of the Trustee-Manager; and > at least a majority of Trustee-Manager Directors who are independent from any single substantial shareholder of the Trustee-Manager. As at the last day of FY 2024 and as at the date of report, the Trustee-Manager Board consists of eight directors, five of whom are independent directors for the purposes of the BTR. In accordance with Regulation 12(8) read with Regulations 12(6) and 12(9) of the BTR, the Trustee-Manager Board and the board of CapitaLand Ascott Trust Management Limited (REIT Manager) have determined that the following directors are independent from management and business relationships with the Trustee-Manager and from every substantial shareholder 97 Annual Report 2024
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