(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.
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 AC 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 AC 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).
ParkwayLife REIT
Annual Report 2015
63
