DEALING WITH CONFLICTS OF INTEREST
The following procedures are established by the Manager to deal with potential conflicts of interest issues:
• The Manager is dedicated to Sabana REIT and will not manage other REITs which invest in similar
properties as Sabana REIT.
• All executive officers will be working exclusively for the Manager and will not hold other executive positions
in other firms.
• At least a third of Directors must be independent. All resolutions in writing of the Directors in relation to
matters concerning the Trust must be approved by a majority of the Directors who are not involved in the
conflict, including at least two Independent Directors.
• 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 the Trust 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 the Trust 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.
There are no material contracts entered into by Sabana REIT or any of its subsidiaries that involve the interests
of the CEO, any Director or any controlling Unitholder, except as disclosed in this annual report.
DEALING WITH RELATED PARTIES
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. Thus, the interests of the Trust and the Unitholders will not be prejudiced.
All Related Party Transactions will be subjected to regular periodic reviews by the AC:
• 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$100,000.00 in value
but below 3% of the value of Sabana REIT’s net tangible assets will be subject to review by the AC 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 REIT’s net tangible assets will be subject to review and prior approval of the AC 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
the Trust) with third parties which are unrelated to the Manager;
CORPORATE GOVERNANCE
SABANA REIT
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ANNUAL REPORT 2014
82
