Parkway Life REIT - Annual Report 2014 - page 68

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-Pacific 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-Pacific region such
as those located in Malaysia. Potential conflicts 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-Pacific 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 conflict of interest between the Sponsor and PLife REIT in the Asia-Pacific 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 first 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 conflict of interest will be reviewed periodically to ascertain its effectiveness and suitability and further measures will be
considered and implemented to fine-tune the internal control procedures to deal with potential conflicts 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 confirm that the Sponsor has no intention of acquiring.
The Manager has also established a conflict of interest policy for its employees to ensure that any conflict of interest or
potential conflicts 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 (which term
includes an “interested person transaction” as defined under the Listing Manual and an “interested party transaction”
under the Property Funds Appendix) 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 professional valuers (in accordance with
the Property Funds Appendix).
The Manager maintains a register to record all related party transactions which are entered into by PLife REIT and the bases,
including any quotations from unrelated parties and independent valuations obtained to support such bases, on which they
are entered. The Manager also incorporates into its internal audit plan a review of all related party transactions entered into
by PLife REIT. The Audit Committee reviews the internal audit reports at least twice a year to ascertain that the guidelines
and procedures established to monitor related party transactions have been complied with. In addition, the Trustee will
also have the right to review such audit reports to ascertain that the Property Funds Appendix have been complied with.
66
PA R K WAY L I F E R E I T
CORPORATE
GOVERNANCE
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