OUE Commercial REIT - Annual Report 2021

CORPORATE GOVERNANCE where appropriate, by an explanation for the proposed resolution and a proxy form with instructions on the appointment of proxies. The Manager tables separate resolutions at general meetings of Unitholders on each substantially separate issue unless the issues are interdependent and linked so as to form one significant proposal. Where the resolutions are “bundled”, the Manager will explain the reasons and material implications in the notice of the general meeting. The resolutions approved in the meeting will be announced on or after the day the general meeting is held. Minutes of Unitholders’ meetings are also prepared and made available to Unitholders upon request, and include substantial and relevant comments or queries from Unitholders, and responses from the Board and Management. Provision 11.5 of the Code states that the company should publish minutes of general meetings on its corporate website as soon as practicable. The Manager is of the opinion that since only the Unitholders are entitled to attend and vote at the general meetings, therefore, the content of such meetings should only be made available to the Unitholders upon request and not to the general public by publishing it on OUE C-REIT’s corporate website. Nonetheless, this is consistent with the intent of Principle 11 of the Code which requires the REIT to, inter alia , treat all unitholders fairly and equitably. The Manager will make the minutes available to any Unitholder(s) upon request, so that all Unitholders will stand on equal footing, thereby satisfying the requirement for unitholders to be treated “fairly and equitably” under Principle 11 of the Code. Principle 11 of the Code is also concerned with unitholder engagement. The Manager believes that the same outcome of transparency for the benefit of Unitholders is achieved so long as the minutes are made readily available upon request, even if the minutes are not published on OUE C-REIT’s website. As encouraged by SGX-ST and in support of the greater transparency of voting in general meetings and good corporate governance, the Manager has employed electronic polling since the first AGM held in 2015 whereby all resolutions are voted by poll and detailed results showing the number of votes cast for and against each resolution and the respective percentage are published at the general meeting. Prior to voting at the general meeting, the voting procedures will be made known to the Unitholders. The votes cast by each Unitholder are in direct proportion to their respective unitholdings in OUE C-REIT. All polls are conducted in the presence of independent scrutineers. The outcome of the general meeting is also promptly announced on SGXNet after each general meeting. The Trust Deed does not allow a Unitholder to vote in absentia at general meetings but if any Unitholder is unable to attend the general meeting, the Trust Deed allows for the Unitholder to appoint up to two proxies to attend, speak and vote on his or her behalf at the general meeting. Further, Unitholders such as nominee companies which provide custodial services for securities are not constrained by the two proxy limitation and are able to appoint more than two proxies to attend, speak and vote at general meetings. This will enable indirect investors, including CPF investors, to be appointed as proxies to participate at general meetings. This is consistent with Principle 11 of the Code as unitholders are still given the opportunity to exercise their rights to attend and vote at general meetings through their proxies. The Board adopts an inclusive approach by considering and balancing the needs and interests of material stakeholders, as part of its overall responsibility to ensure that the best interests of OUE C-REIT are served. The Sustainability Report from pages 78-121 in this Annual Report describes OUE C-REIT’s approach in identifying its material stakeholders, as well as addressing stakeholders’ concerns and methods of engagement. The Sustainability Report also sets out the key areas of focus in relation to the management of stakeholder relationships for FY 2021. OUE C-REIT’s distribution policy is to distribute at least 90% of its taxable income to Unitholders, with the actual level of distribution to be determined at the Manager’s discretion. E. INTERESTED PERSON TRANSACTIONS POLICY The Manager has established procedures to monitor and review IPTs, including ensuring compliance with the provisions of the Listing Manual and the Property Funds Appendix related to IPTs. The ARC and the Board review the IPTs on a quarterly basis. Any IPTs requiring disclosure are disclosed in the announcements and/or the Annual Report. 138 O U E COMM E R C I A L R E I T