The Directors and employees of the Manager are encouraged, as a matter of internal policy, to hold Units but are prohibited from dealing in the Units: • in the period commencing one month before the public announcement of MUST’s half-year and full-year results and property valuations, in a prescribed embargo period immediately preceding, and up to the time of each public announcement of MUST’s financial results and property valuations during a financial year; • at any time while in possession of price sensitive information. The Directors and employees of the Manager are also prohibited from communicating price sensitive information to any person. Under the policy, Directors and employees of the Manager are also discouraged from trading on short-term or speculative considerations. In addition, Directors, the CEO and employees of the Manager are required to obtain preapprovals from the Manager’s Chief Corporate Officer before dealing in any Units under the Manager’s internal policy. Pursuant to Section 137ZC of the SFA, the Manager is required to, inter alia, announce to the SGX-ST the particulars of any acquisition or disposal of interest in Units by the Manager as soon as practicable, and in any case no later than the end of the business day following the day on which the Manager became aware of the acquisition or disposal. Insider Trading Policy The Manager has an Insider Trading Policy on dealings in the securities of MUST, which sets out the implications of insider trading and guidance on such dealings. The Insider Trading Policy sets out the implications of insider trading and provides guidance to ensure compliance with applicable laws and regulations, as well as best practices issued by the SGX-ST. The Insider Trading Policy strictly prohibits insider trading, which includes dealing in MUST units while in possession of material non-public information, procuring others to trade, or communicating such information. Trading is also prohibited during blackout periods, which commence one month prior to the announcement of MUST’s half-year and full-year financial results and property valuations, and end on the date of the relevant announcement, this being consistent with Rule 1207(19) of the Listing Manual. Directors, officers, and employees are further reminded not to deal in MUST units on short-term considerations. Any breach of the Insider Trading Policy may result in disciplinary action, termination of employment or appointment, and potential civil or criminal liability under Singapore law. POTENTIAL CONFLICTS OF INTEREST The Manager has also instituted the following procedures to deal with potential conflicts of interest issues: • the Manager will not manage any other REIT which invests in the same type of properties as MUST; • all executive officers work exclusively for the Manager and do not hold other executive positions in other entities, save for any wholly-owned subsidiaries of the Manager; • all resolutions in writing of the Directors in relation to matters concerning MUST must be approved by at least a majority of the Directors (excluding any interested Director), including at least one Independent Director; • at least half the Board comprises Independent Directors; • in respect of matters in which a Director or his associates (as defined in the Listing Manual) has an interest, direct or indirect, such interested Director will abstain from deliberation and voting. In such matters, the quorum must comprise a majority of the Directors and must exclude such interested Director; • 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 interests will abstain from deliberation and voting on such matters. 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; • as to resolutions relating to the removal of the Manager, the Manager and its associates are prohibited from voting or being counted as part of a quorum for any meeting of the Unitholders convened to approve any matter in which the Manager and/or any of its associates have a material interest; and • it is also provided in the Trust Deed that if the Manager is required to decide whether or not to take any action against CORPORATE GOVERNANCE / 82 / EXPANDING HORIZONS
RkJQdWJsaXNoZXIy NTM2MDQ5