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Corporate Governance
Ascendas Funds Management (S) Limited, in its capacity as the Manager of A-REIT, believes that an effective corporate
governance culture is critical to the performance of the Manager and consequently, the success of A-REIT, which it
manages. As a result, the Manager has adopted a comprehensive corporate governance framework which conforms to
the prevailing best practice principles. In particular, the Manager has an obligation to act honestly, with due care and
diligence, and in the best interests of Unitholders.
The following sections describe the Manager’s main corporate governance policies and practices. They encompass
proactive measures for avoiding situations of conflict and potential conflicts of interest among Unitholders, related
parties, and the Manager. The interests of Unitholders are always above the Manager’s. They also ensure that applicable
laws and regulations such as the listing rules of the Singapore Exchange Securities Trading Limited, the Code of
Collective Investment Schemes (“CIS”) (containing the Property Funds Appendix) and the Capital Markets Services
Licence for REIT Management both issued by the Monetary Authority of Singapore (“MAS”) and the Securities and
Futures Act (“SFA”), are complied with, and that the Manager’s obligations under A-REIT’s Trust Deed are properly and
efficiently carried out.
The Manager Of A-REIT
Ascendas Funds Management (S) Limited was appointed as manager of A-REIT in accordance with the terms of the
Trust Deed. The Trust Deed outlines certain circumstances under which the Manager can be retired in favour of another
corporation approved by the Trustee or be removed by notice given in writing from the Trustee upon the occurrence
of certain events, including by a resolution proposed and passed by a majority being greater than 50.0% of the total
number of votes cast at a meeting of Unitholders duly convened in accordance with the provisions of the Trust Deed
(with no Unitholder being disenfranchised).
The Manager has general power of management over the assets of A-REIT. The Manager’s main responsibility is to
manage A-REIT’s assets and liabilities for the benefit of Unitholders.
The primary role of the Manager is to set the strategic business direction of A-REIT and make recommendations to the
Trustee on acquisitions, divestments and enhancement of the assets of A-REIT in accordance with its stated business
strategy. The Manager is also responsible for the capital and risk management of A-REIT. Other main functions and
responsibilities of the Manager are as follows:
1. Using its best endeavours to carry on and conduct its business in a proper and efficient manner and to conduct
all transactions with or on behalf of A-REIT at arm’s length.
2. Oversee the preparation of property business plans on an annual basis by the Property Manager (Ascendas
Services Pte Ltd, ASPL) for review by the Directors of the Manager, which may contain proposals and forecasts
on net income, capital expenditures, 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 manage the performance of A-REIT’s assets.
3. Ensuring compliance with the applicable provisions of the SFA and all other relevant legislation, such as the
listing rules of the SGX-ST and the CIS, the Trust Deed, the tax rulings issued by the Inland Revenue Authority
of Singapore and all relevant contracts.
4. Attending to all regular communications with Unitholders.
5. Supervising the execution of works by the Property Manager, who provides property management, lease
management, marketing and leasing and project management services, pursuant to the property management
agreement.
90 Ascendas real estate investment trust