Role of the ARC for Interested Person Transactions The Manager’s internal control procedures are intended to ensure that Interested person transactions are conducted at arm’s length and on normal commercial terms, and are not prejudicial to ECW and Unitholders’ interests. The Manager maintains a register to record all Interested Person Transactions which are entered into by ECW (and the basis on which they are entered into). All Interested Person Transactions are subject to regular periodic reviews by the ARC, which in turn obtains advice from IA, to ascertain that the guidelines and procedures established to monitor Interested person transactions, including the relevant provisions of the Listing Rules and the Property Funds Appendix, as well as any other guidelines which may from time to time be prescribed by the SGX-ST, MAS or other relevant authorities, have been complied with. The review includes an examination of the nature of the transaction and its supporting documents or such other information deemed necessary by the ARC. If a member of the ARC has an interest in a transaction, he is to abstain from participating in the review and approval process in relation to that transaction. In addition, the trustee also has the right to review such audit reports to ascertain that the Listing Rules and the Property Funds Appendix have been complied with. Details of all Interested person transactions (equal to or exceeding S$100,000 each in value) entered into by ECW during FY2024 are disclosed on page 126 of this Annual Report. Dealing with Conflicts of Interest The following principles and procedures have been established to deal with potential conflicts of interest which the Manager (including its Directors, executive officers and employees) may encounter in managing ECW: (a) the Manager is a dedicated manager to ECW and will not manage any other real estate investment trust or be involved in any other real property business; (b) all resolutions at meetings of the Board in relation to matters concerning ECW must be decided by a majority vote of the Directors, including at least one ID; (c) in respect of matters in which Sponsor and/or its subsidiaries have an interest, whether direct or indirect, any nominees appointed by Sponsor and/or its subsidiaries to the Board will abstain from voting. In such matters, the quorum must comprise a majority of IDs and shall exclude such nominee Directors of Sponsor and/or its subsidiaries; (d) in respect of matters in which a Director or his associates have an interest, whether direct or indirect, such interested Director will abstain from voting. In such matters, the quorum must comprise a majority of the Directors and shall exclude such interested Director(s); (e) 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 ECW with an affiliate of the Manager, the Manager is obliged to consult with 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, on behalf of ECW, has a prima facie case against the party allegedly in breach under such agreement, the Manager is obliged to pursue the appropriate remedies under such agreement; (f) 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; and (g) at least one-third of the Board shall comprise IDs. Additionally, the Trustee has been granted a right of first refusal by the Sponsor to purchase any income-producing real estate worldwide with certain specified characteristics which may in the future be identified and targeted for acquisition by the Sponsor or any of its subsidiaries. Under the trust Deed, in respect of voting rights where the Manager would face a conflict between its own interests and that of Unitholders, the Manager shall cause such voting rights to be exercised according to the discretion of the trustee. ANNUAL REPORT 2024 61 CORPORATE GOVERNANCE
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