CORPORATE GOVERNANCE REPORT
(CONT’D)
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 LMIR 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 LMIR Trust 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 LMIR 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.
WHISTLE BLOWING POLICY
The ARC has put in place procedures to provide whistle-blowers with well-defined and accessible channels to report on
suspected fraud, corruption, dishonest practices or other similar matters relating to LMIR Trust or the Manager, and for the
independent investigation of any reports by employees or any third party and appropriate follow-up action. The aim of the
whistle blowing policy is to encourage the reporting of such matters in good faith, with the confidence that a whistle-blower
making such reports will be treated fairly, and to the extent possible, be protected from reprisal.
RELATED PARTY TRANSACTIONS
The Manager has established procedures to ensure that all Related Party Transactions will be undertaken on an arms’
length basis and on normal commercial terms and will not be prejudicial to the interests of LMIR Trust and the Unitholders.
The Manager must demonstrate to the ARC that such transactions satisfy the foregoing criteria, which may entail obtaining
(where practicable) quotations from parties unrelated to the Manager, or obtaining one or more valuation from independent
professional valuers (in accordance with the Property Funds Appendix).
The ARC reviews and approves all Related Party Transactions on a quarterly basis or, if the situation requires, as soon as
the Related Party Transactions arise. In addition to the foregoing, the following procedures will be undertaken:
•
for Related Party Transactions (either individually or aggregated during the same financial year) equal to or
exceeding 3.0% but below 5.0% of the value of LMIR Trust’s net tangible assets/net asset value, the ARC shall only
give its approval for such transactions if they are on normal commercial terms and are consistent with similar
types of transactions made by the Trustee with third parties which are unrelated to the Manager; and
•
Related Party Transactions (either individually or aggregated during the same financial year) equal to or exceeding
5%of the value of LMIR Trust’s net tangible assets/net asset will be reviewed and approved prior to such transactions
being entered into, on the basis described in the preceding paragraph, by the ARC which may, as it deems fit,
request advice on the transactions from independent sources or advisers, including obtaining valuations from
independent professional valuers. Further, under the Listing Manual and the Property Funds Appendix, such
transactions would have to be approved by the Unitholders at a meeting of Unitholders; and
•
aggregate value of Related Party Transactions entered into during the financial year under review will be disclosed
in the Annual Report.
ANNUAL REPORT 2015
57
