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Potential conflicts of interest
As the Trustee-Manager is a related company of Ascendas Land International Pte Ltd, the Sponsor and controlling Unitholder of the
Trust, there may be potential conflicts of interest between the Trust, the Trustee-Manager and the Sponsor.
The Trustee-Manager has instituted, amongst others, the following procedures to deal with issues of conflicts of interest:
• A Board comprising seven independent directors, who form at least three-quarters of the Board;
• All executive officers are directly employed by the Trustee-Manager;
• All resolutions in writing of the directors in relation to matters concerning the Trust must be approved by majority of the
independent directors;
• Where appropriate, strict compliance with the relevant provisions of the Code of Corporate Governance;
• 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 its/their interests will abstain from voting. In such matters,
the quorum must comprise a majority of the independent directors and must exclude nominee directors of the Sponsor and/
or its subsidiaries; and
• Where matters concerning the Trust relate to transactions to be entered into by the Trustee-Manager for and on behalf of
the Trust with a related party of the Trustee-Manager, the AC is required to consider, the terms of such transactions to satisfy
itself that such transactions are conducted on normal commercial terms, are not prejudicial to the interests of the Trust and
the Unitholders.
Present and Ongoing Interested Person Transactions
(i)
Property Management Agreement
The Trustee-Manager, on behalf of the Trust, has entered into a Master Property Management Agreement and an Initial
Properties Management Agreement with a related corporation, Ascendas Services (India) Pte Ltd (“ASIPL”) (the “Property
Manager”) for management of properties of a-iTrust. The Trustee-Manager believes that the terms of these agreements,
established since the listing of the Trust, are made on normal commercial terms and are not prejudicial to the interests of
the Trust and the Unitholders. The Trustee-Manager believes that the Property Manager has the necessary expertise and
resources to perform property management, lease management and marketing services for the Trust under these agreements.
(ii)
Exempted Agreements
The fees and charges payable by the Trust to the Trustee-Manager under the Trust Deed and to the Property Manager
under the property management agreements, are interested person transactions which are deemed to have been specifically
approved by the Unitholders upon subscription for the Units, to the extent that there is no subsequent change to the rates
and/or bases of the fees charged thereunder or the terms thereof which would adversely affect the Trust.
