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Corporate Governance
Role of the Audit Committee for Interested Party Transactions and Internal Control Procedures
All Interested Party Transactions will be subject to regular reviews by the Audit Committee.
The Manager’s internal control procedures are intended to ensure that Interested Party Transactions are conducted at
arm’s length and on normal commercial terms and are not prejudicial to Unitholders. The Manager maintains a register
to record all Interested Party Transactions (and the basis, including, where practicable, the quotations obtained to
support such basis, on which they are entered into) which are entered into by A-REIT. The Manager incorporates into
its internal audit plan a review of all Interested Party Transactions entered into by A-REIT. The Audit Committee reviews
the internal audit reports to ascertain that the guidelines and procedures established to monitor Interested Party
Transactions have been complied with. In addition, the Trustee will also review such audit reports to ascertain that the
Property Funds Appendix have been complied with.
The Manager discloses in A-REIT’s annual report the aggregate value of Interested Party Transactions conducted during
the relevant financial year.
Confirmations were obtained from Singapore Exchange Securities Trading Limited (SGX-ST) that Rules 905 and 906
are not applicable to A-REIT’s interested party transactions if these are made on the basis of, and in accordance with,
the terms and conditions set out in the A-REIT prospectus dated 5 November 2002 and in relation to development
management fees, in accordance with the Circular to Unitholders dated 8 June 2007 for which approval was obtained
in the Unitholders’ meeting on 28 June 2007. These transactions, which also include trustee fees, management fees,
acquisition fees, property management fees, lease management fees, marketing fees, project management fees, site
staff costs, common services fees and land rental payments, do not require Audit Committee approval.
Communication With Unitholders
The listing rules of the SGX-ST require that a listed entity discloses to the market matters that could or might be
expected to have a material effect on the price of the entity’s securities. The Manager upholds a strong culture of
continuous disclosure and transparent communication with Unitholders and the investing community. The Manager’s
disclosure policy requires timely and full disclosure of all material information relating to A-REIT by way of public
releases or announcements through the SGX-ST via SGXNET at first instance and then including the release on A-REIT’s
website at www.a-reit.com.
The Manager also conducts regular half-yearly briefings for analysts and media representatives, which will generally
coincide with the release of A-REIT’s results. During these briefings, the Manager will review A-REIT’s most recent
performance as well as discuss the business outlook for A-REIT. In line with the Manager’s objective of transparent
communication, briefing materials are released to the SGX-ST and also made available on A-REIT’s website.
During the period under review, the Manager also met or teleconferenced with institutional investors in Singapore,
Hong Kong, Europe, USA and Australia. In addition, the Manager pursues opportunities to educate and keep retail
investors informed of the REIT industry through seminars organised by the SGX-ST or other public associations. The
annual Unitholders’ Meeting was also held for the third consecutive year in 2009 for the Manager to engage with
investors, particularly retail investors, allowing them direct access to the Manager and for the Manager to respond to
any queries the investors might have. The Property Funds Appendix were recently amended to require REITs to hold
an annual general meeting once every calendar year.
98 Ascendas real estate investment trust