DEALINGS WITH CONFLICTS OF INTEREST
The Manager has instituted the following procedures to deal with potential conflicts 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 defined 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.
(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 firm
(acceptable to the Trustee) which shall provide legal advice on the matter. If the said law firm 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 fit against such related party.
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