Corporate Governance
Soilbuild Business Space REIT (“Soilbuild REIT”) is a trust constituted by a deed of trust (the “Trust Deed”) entered into between SB REIT Management Pte. Ltd., as manager of Soilbuild REIT (the “Manager”) and DBS Trustee Limited, as trustee of Soilbuild REIT (the “Trustee”).
The Manager is committed to maintaining high standards of corporate governance and business integrity in line with the Code of Corporate Governance 2018 (the "Code"). The Manager also ensures that all applicable requirements, laws and regulations are duly complied with, which include, but are not limited to, the Securities and Futures Act, Chapter 289 of Singapore (the "SFA"), the Listing Manual of the Singapore Exchange Securities Trading Limited ("SGX-ST") and Appendix 6 of the Code on Collective Investment Schemes issued by the Monetary Authority of Singapore ("MAS") (the "Property Funds Appendix" and the Code on Collective Investment Schemes issued by the MAS, the "CIS Code"). Where there are deviations from the principles and guidelines of the Code and relevant regulations, an explanation has been provided in this section.
The Manager was issued a Capital Markets Services Licence (the “CMS Licence”) by the MAS pursuant to the SFA on 1 August 2013.
Roles and Responsibilities of the Manager
The Manager has general powers of management over the assets of Soilbuild REIT. The Manager’s main responsibility is to manage Soilbuild REIT’s assets and liabilities for the benefit of Unitholders.
The Manager will set the strategic direction of Soilbuild REIT and give recommendations to the Trustee on the acquisition, divestment, development and/or enhancement of assets of Soilbuild REIT in accordance with its stated investment strategy.
The Manager has covenanted in the Trust Deed to use its best endeavours to
- carry on and conduct its business in a proper and efficient manner;
- ensure that Soilbuild REIT's operations are carried on and conducted in a proper and efficient manner; and
- conduct all transactions with or for Soilbuild REIT on an arm's length basis and on normal commercial terms.
The Manager will prepare property plans on a regular basis, which may contain proposals and forecasts on gross revenue, property expenses, capital expenditure, leasing targets and valuations, explanations of major variances to previous forecasts, written commentary on key issues and any relevant assumptions. The purpose of these plans is to explain the performance of Soilbuild REIT’s properties.
The Manager will also be responsible for ensuring compliance with the applicable provisions of the SFA and all other relevant legislation, the Listing Manual of the SGX-ST, the CIS Code (including the Property Funds Appendix), the Singapore Code on Take-overs and Mergers, the Trust Deed, the CMS Licence, the Tax Approval and any tax rulings and all relevant contracts. The Manager will be responsible for all regular communications with Unitholders.
The Manager may require the Trustee to borrow on behalf of Soilbuild REIT (upon such terms and conditions as the Manager deems fit, including the charging or mortgaging of all or any part of the Deposited Property) whenever the Manager considers, among others, that such borrowings are necessary or desirable in order to enable Soilbuild REIT to meet any liabilities or to finance the acquisition of any property. However, the Manager must not direct the Trustee to incur a borrowing if to do so would mean that Soilbuild REIT’s total borrowings and deferred payments will exceed the limit stipulated by the MAS based on the value of its deposited property at the time the borrowing is incurred, taking into account deferred payments (including deferred payments for assets whether to be settled in cash or in Units).
