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| Corporate Governance |
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| Corporate governance |
| The Manager believes that strong and effective corporate governance is essential to protect the best interests of the Unitholders of Starhill Global REIT (“Unitholders”) and is critical to the success of its performance as the Manager. The following sections describe the Manager’s primary corporate governance policies and practices. They encompass proactive measures for avoiding situations of conflict and potential conflicts of interest, including prioritising the interests of Unitholders over those of the Manager. They also ensure that applicable laws and regulations contained in the listing manual of the SGX-ST, the Code of Collective Investment Schemes (“CIS Code”) (including the Property Funds Guidelines) issued by the MAS, the Securities and Futures Act, Chapter 289 of Singapore (“SFA”), the regulations thereunder and the tax ruling dated 20 May 2005 issued by the Inland Revenue Authority of Singapore (the “Tax Ruling”) are complied with, and that the Manager’s obligations in the Starhill Global REIT Trust Deed (including any supplemental deeds thereto) are honoured. |
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| Manager of Starhill GlobalREIT |
YTL Starhill Global REIT Management Limited was appointed the Manager of Starhill Global REIT in accordance with the terms of the Trust Deed dated 8 August 2005. The terms and duration of the Manager’s appointment are governed by the Trust Deed, including any supplemental deeds thereto.
The Manager of Starhill Global REIT has general power of management over the assets of Starhill Global REIT. The Manager’s main responsibility is to manage Starhill Global REIT’s assets and liabilities for the benefit of Unitholders. The primary role of the Manager is to set the strategic direction of Starhill Global REIT and to make recommendations to HSBC Institutional Trust Services (Singapore) Limited, as trustee of Starhill Global REIT (the “Trustee”) on acquisitions, divestments and enhancement of the assets of Starhill Global REIT, in accordance with its stated business strategy. Other important functions and responsibilities of the Manager include: |
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Using its best endeavours to ensure that the business of Starhill Global REIT is carried out and conducted in a proper and efficient manner and to conduct all transactions with, or for Starhill Global REIT, at arm’s length; |
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Preparing property plans on a regular basis, which may contain proposals and forecasts on net income, capital expenditure, sales and valuations, explanations of major variances to previous forecasts, written commentary on key issues and underlying assumptions on rental rates, occupancy costs and any other relevant assumptions. The purpose of these plans is to explain the performance of Starhill Global REIT’s assets; |
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Ensuring compliance with the applicable provisions of the SFA and all other relevant legislation, the listing manual of the SGX-ST, the CIS Code, the Trust Deed, the Tax Ruling and all relevant contracts; |
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Attending to all communications with Unitholders; and |
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Supervising YTL Starhill Global Property Management Pte. Ltd. which performs the day-to-day property management functions (such as leasing, marketing, maintenance, promotion and accounting) for the Properties, pursuant to the property management agreements. |
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Starhill Global REIT, constituted as a trust, is externally managed by the Manager and accordingly has no personnel or staff of its own. The Manager appoints experienced and well-qualified management staff to run its operations. All directors and employees of the Manager are remunerated by the Manager, and not by Starhill Global REIT.
Pursuant to amendments made to the Property Funds Guidelines in October 2005, the Manager and the Trustee entered into a First Supplemental Deed dated 20 April 2006 to provide for the following: |
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The Manager may be removed by way of resolution passed by a simple majority of Unitholders present and voting at general meeting, with no Unitholder being disenfranchised; and |
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A general meeting may be convened at the request in writing of not fewer than 50 Unitholders or Unitholders representing not less than 10% of the issued units. |
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