Singapore legislation
Regulation 13E
of Securities and Futures (Licensing and Conduct of Business) Regulations
Regulation 13E
Disclosure of director’s independence in annual reports of REIT
A holder of a capital markets services licence for real estate investment trust management must ensure that —
at the end of each financial year of that REIT, its board ascertains for the financial year that has ended —
whether each director had during that financial year been independent from the management of the holder and the REIT that is managed or operated by the holder;
whether each director had during that financial year been independent from any business relationship with the holder and the REIT that is managed or operated by the holder;
whether each director had during that financial year been independent from every substantial shareholder of the holder, and every substantial unitholder of the REIT that is managed or operated by the holder;
whether each director had during that financial year been a substantial shareholder of the holder, or a substantial unitholder of the REIT that is managed or operated by the holder;
whether each director had, as at the last day of the financial year, served as a director of the holder for a continuous period of 9 years or longer; and
whether, in the board’s opinion, any director who had been treated as an independent director of the holder under regulation 13D(8) had ceased during that financial year to be able to act in the best interests of all the unitholders of the REIT that was managed or operated by the holder as a whole;
the annual report of the REIT that is issued for the financial year under the listing rules of the approved exchange on which all or any of the units of the REIT are listed —
contains the following disclosures by the board:
whether each director had during that financial year been independent from the management of the holder and the REIT that is managed or operated by the holder, and if not, the reasons for the director not being so independent;
whether each director had during that financial year been independent from any business relationship with the holder and the REIT that is managed or operated by the holder, and if not, the reasons for the director not being so independent;
whether each director had during that financial year been independent from every substantial shareholder of the holder, and every substantial unitholder of the REIT that is managed or operated by the holder, and if not, the reasons for the director not being so independent;
whether each director had during that financial year been a substantial shareholder of the holder, or a substantial unitholder of the REIT that is managed or operated by the holder;
whether any director had as at the last day of the financial year, served as a director of the holder for a continuous period of 9 years or longer; and
whether the board is satisfied that, as at the last day of the financial year, any director was able to act in the best interests of all the unitholders of the REIT that was managed or operated by the holder as a whole despite not being independent as mentioned in sub-paragraph (A), (B) or (C); and
contains a statement, in respect of each director in relation to whom a disclosure under sub-paragraph (i)(F) is made, that as at the last day of the financial year, the director was able to act in the best interests of all the unitholders of the REIT that was managed or operated by the holder as a whole.