SEO Version
ParkwayLife REIT
Annual Report FY2012
64
Corporate Governance
(h) 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 any breach of any agreement entered into by the Trustee for and on behalf of PLife REIT with
a related party of the Manager, the Manager shall be obliged to consult with a reputable law frm (acceptable to the
Trustee) which shall provide legal advice on the matter. If the said law frm is of the opinion that the Trustee, on behalf
of PLife REIT, has a prima facie case against the party allegedly in breach under such agreement, the Manager shall
be obliged to take appropriate action in relation to such agreement. The Board (including its independent directors)
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
PLife REIT with a related party of the Manager and the Trustee may 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 a related party of the Manager shall not constitute a waiver of the Trustee’s right to take such action as it deems
ft against such related party.
PLife REIT’s properties are located in Singapore, Japan and Malaysia and its strategy is to invest primarily in income-
producing real estate and/or real estate-related assets in the Asia-Pacifc region (including Singapore) that are used primarily
for healthcare and/or healthcare-related purposes (including, but not limited to, hospitals, healthcare facilities and real estate
and/or real estate assets used in connection with healthcare research, education, and the manufacture or storage of drugs,
medicine and other healthcare goods and devices), whether wholly or partially owned, and whether directly or indirectly
held through the ownership of special purpose vehicles whose primary purpose is to own such real estate. The Sponsor
has interests in several healthcare and/or healthcare-related properties in the Asia-Pacifc region such as those located
in Malaysia. Potential conficts of interest between the Sponsor and PLife REIT may arise in respect of acquisition and
ownership of healthcare and/or healthcare-related assets in the Asia-Pacifc region, including Singapore where PLife REIT’s
initial properties are located, and where PLife REIT’s investment strategy is to invest in healthcare and/or healthcare-related
properties located therein.
In order to mitigate any confict of interest between the Sponsor and PLife REIT in the Asia-Pacifc region, the Audit Committee
will, during the course of its review of transactions to be entered into by PLife REIT in the future, take into account the expiry of
the right of frst refusal granted by the Sponsor, together with any other relevant factors that may arise during the assessment
process and arrive at its view based on all relevant factors. The existing internal control systems on dealings with confict of
interest will be reviewed periodically to ascertain its effectiveness and suitability and further measures will be considered and
implemented to fne-tune the internal control procedures to deal with potential conficts of interest issues.
In addition, the nominee directors appointed by the Sponsor to the Board are committed not to disclose to the Sponsor
information concerning offers to PLife REIT in respect of potential acquisition of new properties as well as offers made by
PLife REIT in respect of the potential acquisition of new properties, save for properties which the nominee directors are in a
position to confrm that the Sponsor has no intention of acquiring.
The Manager has also established a confict of interest policy for its employees to ensure that any confict of interest or
potential conficts of interest are disclosed and approvals are sought where required.
RELATED PARTY TRANSACTIONS
The Manager’s Internal Control System
The Manager has established an internal control system to ensure that all future related party transactions will be undertaken
on normal commercial terms and will not be prejudicial to the interests of PLife REIT or the Unitholders. As a general rule,
the Manager must demonstrate to the Audit Committee that such transactions satisfy the foregoing criteria, which may entail
obtaining (where practicable) quotations from parties unrelated to the Manager, or obtaining one or more valuations from
independent professionals valuers (in accordance with the Property Funds Appendix).
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