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-qualified 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 the 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 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 MATTERS
The Board’s Conduct of Affairs
Principle 1: Every company should be headed by an effective Board to lead and control the company. The Board is
collectively responsible for the long-term success of the company. The Board works with management to
achieve this objective and management remains accountable to the Board.
The board of directors of the Manager (the “
Board
’’) is responsible for the overall management and corporate governance
of the Manager including establishing strategic objectives, providing entrepreneurial leadership, 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, financial 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 which enables risks to be assessed and managed.
The Board meets regularly, at least once every quarter, to deliberate the strategic objectives and 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 financing or refinancing 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 other material transactions. The Board also reviews the
financial 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 significant transactions or issues.
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PA R K WAY L I F E R E I T
CORPORATE
GOVERNANCE
