109
ANNUAL REPORT 2015
FRASERS HOSPITALITY TRUST
Related Party Transactions
There is no general mandate obtained for interested party transactions as defined in Chapter 9 of the Listing Manual
(“
IPTs
” and each an “
IPT
”) under Rule 920 of the Listing Manual.
All IPTs in relation to FH-REIT are undertaken on normal commercial terms and the Board, with the assistance of
the ARC Committee, ensures that such IPTs are not prejudicial to the interests of FH-REIT and the minority Stapled
Securityholders. This may entail obtaining (where practicable) quotations from parties unrelated to the REIT Manager,
or obtaining one or more valuations from independent professional valuers (in accordance with the Code on CIS).
All IPTs are entered in a register maintained by the REIT Manager, including any quotations from unrelated parties and
independent valuations forming the bases on which such IPTs are entered into. The REIT Manager incorporates into its
internal audit plan a review of all IPTs recorded in the register. The review includes the examination of the nature of the
IPTs and its supporting documents or such other data deemed necessary by the ARC Committee. The ARC Committee
reviews the internal audit reports to ascertain that internal procedures and the relevant provisions of the Listing Manual
and the Code on CIS are complied with by Management in its dealings on IPTs. The REIT Trustee, in its capacity as
trustee of FH-REIT, has the right to review any such relevant internal audit reports to ascertain that the requirements
under the Code on CIS have been complied with.
Directors of the REIT Manager who are interested in a proposed IPT to be entered into by FH-REIT are required to
abstain from any deliberations or decisions in relation to that IPT.
Any IPT proposed to be entered into between FH-REIT and a Related Party of the REIT Manager or FH-REIT (which
includes relevant associates thereof), would require the REIT Trustee to satisfy itself that such IPT is conducted on
normal commercial terms, is not prejudicial to the interests of the Stapled Security holders, and is in accordance with all
applicable requirements of the Code on CIS and the Listing Manual. Further, the REIT Trustee has the ultimate discretion
under the FH-REIT Trust Deed to decide whether or not to enter into such a transaction.
Further, the following procedures will be undertaken:
•
any transaction (either individually or as part of a series or if aggregated with other transactions involving the
same Related Party during the same financial year) equal to or exceeding SGD100,000 in value but less than
3.0% of the value of FH-REIT’s net tangible assets (based on the latest audited accounts) will be subject to review
by the ARC Committee at regular intervals;
•
any transaction (either individually or as part of a series or if aggregated with other transactions involving the
same Related Party during the same financial year) equal to or exceeding 3.0% but below 5.0% of the value
of FH-REIT’s net tangible assets (based on the latest audited accounts) will be subject to the review and prior
approval of the ARC Committee. Such approval shall only be given if such transaction is on normal commercial
terms and is consistent with similar types of transactions made by the REIT Trustee with third parties which are
unrelated to the REIT Manager; and
•
any transaction (either individually or as part of a series or if aggregated with other transactions involving the
same Related Party during the same financial year) equal to or exceeding 5.0% of the value of FH-REIT’s net
tangible assets (based on the latest audited accounts) will be reviewed and approved prior to such transaction
being entered into, on the basis described in the preceding paragraph, by the ARC Committee which may, as
it deems fit, request advice on the transaction from independent sources or advisers, including the obtaining
of valuations from independent professional valuers. Further, under the Listing Manual and the Property Funds
Appendix of the Code on CIS, such transaction would have to be approved by the Stapled Securityholders at a
meeting duly convened.
Save for the transactions described under the sections “Management and Corporate Governance – FH-REIT – Related
Party Transactions – Related Party Transactions in connection with the Setting Up of FH-REIT” and “Management
and Corporate Governance – FH-REIT – Related Party Transactions – Future Related Party Transactions” in FHT’s
Prospectus dated 30 June 2014, FH-REIT will comply with Rule 905 of the Listing Manual by announcing any Interested
Person Transaction in accordance with the Listing Manual if such transaction, by itself or when aggregated with other
Interested Person Transactions entered into with the same Interested Person (as defined in the Listing Manual) during
the same financial year, is 3.0% or more of the value of FH-REIT’s latest audited net tangible assets.
CORPORATE GOVERNANCE REPORT
