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ANNUAL REPORT 2011
57
In general, the Manager’s policy encourages Directors and
employees of the Manager to hold Units but prohibits them from
dealing in such Units during the period commencing one month
before the public announcement of Sabana Shari’ah Compliant
REIT’s annual results, and quarterly results and (where applicable)
property valuations, and ending on the date of announcement of
the relevant results or, as the case may be, property valuations,
and at any time whilst in possession of price sensitive information.
The Directors and employees of the Manager are also prohibited
from communicating price sensitive information to any person and
dealing in Units on short-term considerations.
In addition, the Manager has given an undertaking to the MAS that
it will announce to the SGX-ST the particulars of its holdings in the
Units and any changes thereto within two business days after the
date on which it acquires or disposes of any Units, as the case may
be. The Manager has also undertaken that it will not deal in the
Units during the period commencing one month before the public
announcement of Sabana Shari’ah Compliant REIT’s annual results,
and quarterly results and (where applicable) property valuations,
and ending on the date of announcement of the relevant results
or, as the case may be, property valuations.
Dealing with Conflict of Interest
The Manager has instituted the following procedures to deal with
potential conflicts of interest issues, which the Manager may
encounter, in managing Sabana Shari’ah Compliant REIT:
• The Manager will not manage any other real estate investment
trust which invests in the same type of properties as Sabana
Shari’ah Compliant REIT;
• All key executive officers will be working exclusively for the
Manager and will not hold other executive positions in other
firms;
• All resolutions in writing of the Directors in relation to matters
concerning Sabana Shari’ah Compl iant REIT must be
approved by a majority of the Directors who are not involved
in the conflict, including at least two Independent Directors;
• At least one-third of the Board shall comprise Independent
Directors; and
• In respect of matters in which 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 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.
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 Sabana Shari’ah Compliant REIT
with a related party of the Manager, the Manager shall be obliged
to consult 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 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 Directors shall 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 Sabana
Shari’ah Compliant REIT with a related party of the Manager and
the Trustee may take any action it deems necessary to protect the
rights of Unitholders and/or which is in the interest 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.
Related Party Transactions
In general, the Manager has established procedures to ensure
that all Related Party Transactions will be undertaken on an arm’s
length basis and on normal commercial terms, which are generally
no more favourable than those extended to unrelated third parties
and will thus not be prejudicial to the interests of Sabana Shari’ah
Compliant REIT and the Unitholders. As a general rule, the Manager
must demonstrate to its Audit Committee that such transactions
satisfy the foregoing criteria, which may entail obtaining (where
practicable) quotations from parties unrelated to the Manager; or
obtaining two or more valuations from independent professional
valuers (in accordance with the Property Funds Appendix).
In addition, the following procedures will be undertaken:
• Transactions (either individually or as part of a series or
if aggregated with other transactions involving the same
interested person during the same financial year) equal to or
exceeding S$100,000 in value but below 3% of the value of
Sabana Shari’ah Compliant REIT’s net tangible assets will be
subject to review by the Audit Committee at regular intervals;
• Transactions (either individually or as part of a series or
if aggregated with other transactions involving the same
interested person during the same financial year) equal to or
exceeding 3% but below 5% of the value of Sabana Shari’ah
Compliant REIT’s net tangible assets will be subject to review
and prior approval of the Audit Committee and immediately
announced on SGX-ST. Such approval shall only be given
if the transactions are on normal commercial terms and are
consistent with similar types of transactions made by the
Trustee (as trustee of Sabana Shari’ah Compliant REIT) with
third parties which are unrelated to the Manager;
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