Page 65 - ar2012

Annual Report FY2012 ParkwayLife REIT
63
The Manager has appointed experienced and well-qualifed management personnel to handle the day-to-day operations
of the Manager and PLife REIT. In assessing business risks, the Board will consider the economic environment and risks
relevant to the property and healthcare industry. It reviews management reports and feasibility studies on investment risks
prior to approving all investment decisions. The management meets regularly to review the operations of the Manager and
discuss any disclosure issues.
WHISTLE-BLOWER PROTECTION POLICY
The Manager has established a whistle-blower policy which refects the Manager’s commitment to conduct its business within
a framework that fosters the highest ethical and legal standards. In line with this commitment and PLife REIT’s commitment to
open communications, the whistle-blower policy aims to provide an avenue for employees to raise concerns and reassurance
that they will be protected from reprisals or victimisation for whistle-blowing in good faith. The Audit Committee reviewed
the whistle-blower policy which provides for mechanisms by which employees may, in confdence, raise their concerns
about possible improprieties in fnancial reporting or other matters and was satisfed that arrangements are in place for the
independent investigation of such matters and for appropriate follow-up action. The Chairman of the Audit Committee is the
frst contact for issues raised under this policy.
DEALINGS WITH CONFLICTS OF INTEREST
The Manager has instituted the following procedures to deal with potential conficts of interest issues:
(a) The Manager will be a dedicated manager to PLife REIT and will not manage any other REIT which invests in the same
type of properties as PLife REIT.
(b) All resolutions in writing of the Board in relation to matters concerning PLife REIT must be approved by a majority of the
directors, including at least one independent director.
(c) At least one-third of the Board shall comprise independent directors.
(d) All related party transactions must be reviewed by the Audit Committee and approved by a majority of the Audit
Committee. If a member of the Audit Committee has an interest in a transaction, he or she will abstain from voting.
(e) In respect of matters in which Parkway Holdings Limited, the sponsor of PLife REIT (the “Sponsor”) and/or its
subsidiaries have an interest, direct or indirect, any nominees appointed by the Sponsor and/or its subsidiaries to the
Board to represent its/their interest will abstain from voting. In such matters, the quorum must comprise a majority of
the independent directors and must exclude the nominee directors of the Sponsor and/or its subsidiaries.
(f) In respect of matters in which a director or his associates have an interest, direct or indirect, such interested director
will abstain from voting. In such matters, the quorum must comprise a majority of the Board and must exclude such
interested director.
(g) Under the Trust Deed, the Manager and its associates are prohibited from being counted in a quorum for or voting at
any meeting of Unitholders convened to approve any matter in which the Manager or any of its associates has a material
interest. For so long as Parkway Trust Management Limited is the manager of PLife REIT, the controlling shareholders
(as defned in the Listing Manual) of the Manager and their respective associates are prohibited from being counted in
the quorum for or voting at any meeting of Unitholders convened to consider a matter in respect of which the relevant
controlling shareholders of Parkway Trust Management Limited and/or their associates have a material interest.