The Manager has appointed experienced and well-qualified 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 reflects 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
AC reviewed the whistle-blower policy which provides for mechanisms by which employees may, in confidence, raise
their concerns about possible improprieties in financial reporting or other matters and was satisfied that arrangements
are in place for the independent investigation of such matters and for appropriate follow-up action. The Chairman of the
AC is the first contact for issues raised under this policy.
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 AC and approved by a majority of the AC. If a member of the
AC 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.
CORPORATE
GOVERNANCE
ParkwayLife REIT
Annual Report 2015
62
