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Corporate Governance
Dealings With Conflicts Of Interest
The Manager has established the following procedures to address potential conflicts of interest which it (including its
directors, executive officers and employees) may encounter in managing A-REIT:
1. The Manager will be a dedicated manager to A-REIT and will not manage any other real estate investment trust
or be involved in any other real estate or property business.
2. All Executive Officers are employed by the Manager.
3. The entry into any Interested Party Transaction must be reviewed and recommended by the Audit Committee
to the Board who may approve with a majority vote of the directors, including the votes of at least two
independent directors.
4. In respect of matters in which JTC and/or its subsidiaries (which includes the Ascendas Group) has a direct
or indirect interest, any nominees appointed by JTC or any of its subsidiaries to the Board shall abstain from
voting. In such matters, the quorum must comprise a majority of the independent directors of the Manager and
must exclude the representatives or nominees of JTC and/or its subsidiaries.
The directors of the Manager are under a fiduciary duty to A-REIT to act in the best interests of A-REIT, in relation to
decisions affecting A-REIT when they are voting as a member of the Board. In addition, the directors and executive
officers of the Manager are expected to act with integrity at all times. The Manager has established a conflict of interest
policy for its employees and major service providers to ensure that any conflicts of interest or potential conflicts of
interest are disclosed and approvals are sought where required.
It is also provided in the Trust Deed that if the Manager is required to decide whether or not to take any action against
any person in relation to a breach of any agreement entered into by the Trustee for and on behalf of A-REIT with an
affiliate of the Manager, the Manager shall be obliged to consult a reputable law firm (acceptable to the Trustee) who
shall provide legal advice on the matter. If the said law firm is of the opinion that the Trustee, on behalf of A-REIT, has
some prima facie evidence against the party allegedly in breach of such agreements, the Manager shall be obliged to
take appropriate action with reference to such agreements. The directors of the Manager will have a duty to ensure
that the Manager so complies.
Notwithstanding the foregoing, the Manager shall inform the Trustee as soon as it becomes aware of any breach of
any agreement entered into by the Trustee for and on behalf of A-REIT with an affiliate of the Manager. The Trustee
may then take such action as it deems necessary to protect the rights of Unitholders and/or which is in the interests of
Unitholders. Any decision by the Manager not to take action against an affiliate of the Manager shall not constitute a
waiver of the Trustee’s right to take such action as it deems fit against such affiliate of the Manager.
Under the Trust Deed, the Manager and its Associates (as defined in the Trust Deed) are prohibited from voting with
their Units at, or being part of a quorum for, any meeting of Unitholders convened to approve any matter in which the
Manager or any of its Associates has a material interest in the business to be conducted (save for a resolution to remove
the Manager as provided in the Trust Deed).
96 Ascendas real estate investment trust