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ParkwayLife REIT Annual Report FY2012
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Corporate Governance
PLife REIT, constituted as a trust, is externally managed by the Manager and accordingly, it has no personnel of its own.
The Manager appoints experienced and well-qualifed management to handle its day-to-day operations. All directors and
employees of the Manager are remunerated by the Manager, and not PLife REIT.
Parkway Trust Management Limited is appointed as manager of PLife REIT in accordance with the terms of the Trust Deed
dated 12 July 2007 (as amended, the “Trust Deed ”). The Trust Deed outlines certain circumstances under which the Manager
can be retired in favour of a corporation approved by the Trustee or be removed by notice given in writing from the Trustee
upon the occurrence of certain events.
On 1 August 2008, a new licensing regime for managers of real estate investment trusts (“REITs ”) was implemented under the
SFA. A person conducting REIT management activities is required to hold a capital markets services licence (“CMS Licence”)
pursuant to the SFA. On 11 August 2009, the Manager obtained a CMS Licence from MAS to conduct REIT management. As
a holder of a CMS Licence, the Manager is required to comply with various laws and regulations applicable to CMS Licence
holders which include, among others, the SFA, the Securities and Futures (Licensing and Conduct of Business) Regulations,
the Securities and Futures (Financial and Margin Requirements for Holders of Capital Markets Services Licences) Regulations
and the Securities and Futures (Disclosures of Interests) Regulations.
BOARD OF DIRECTORS
The board of directors of the Manager (the “Board’’) is responsible for the overall management and corporate governance
of the Manager including establishing goals for management and monitoring the achievement of these goals. All Board
members participate in matters relating to corporate governance, business operations and risks, fnancial performance and
the nomination and review of directors. The Board has established a framework for the management of the Manager including
a system of internal controls and a business risk management process.
The Board meets regularly, at least once every quarter, to deliberate the strategic policies of PLife REIT. Matters requiring
the Board’s decision and approval include matters relating to investments, acquisitions and disposals, leasing, assets
enhancement initiatives, operating/capital expenditure, loan or debt fnancing or refnancing taking into consideration PLife
REIT’s commitment in terms of capital and other resources, the annual budget, the release of the quarterly and full year
results, the appointment of directors and such other material transactions that require the approval of the Board. The Board
also reviews the fnancial performance of PLife REIT against a previously approved budget, assesses the risks to the assets of
PLife REIT, examines liability management, and acts upon any comments from the auditors of PLife REIT. Where necessary,
additional Board meetings are held to address signifcant transactions or issues.
The annual calendar of the Board meeting is scheduled in advance. Board papers are dispatched to directors about a
week before the scheduled meetings so that directors have suffcient time to review and consider matters being tabled and
discussed at the meetings. The senior executives are also requested to attend the Board meetings to provide insights into
matters being discussed and to respond to any queries from the directors.
In the discharge of its functions, the Board is supported by an Audit Committee that provides independent oversight of the
Manager. The Board is also supported by a Remuneration Committee which oversees the remuneration matters of the key
executives of the Manager. Each of these Board Committees operates under delegated authority of the Board.