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Composition of board of holder of capital markets services licence for real estate investment trust management

Securities and Futures (Licensing and Conduct of Business) Regulations

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—(1) A holder of a capital markets services licence for real estate investment trust management must not have as the chairman of its board of directors —(a)a person who is an executive director of the holder; or(b)a person who is a member of the immediate family of the chief executive officer of the holder.(2) A holder of a capital markets services licence for real estate investment trust management must have the requisite number of independent directors.(3) For the purposes of paragraph (2), the requisite number of independent directors is —(a)where the participants of the REIT that is managed or operated by the holder do not have the right to vote on the appointment of directors to the holder’s board — at least half of the total number of directors of the holder; and (b)where the participants of the REIT that is managed or operated by the holder have the right to vote on the appointment of directors to the holder’s board — at least one third of the total number of directors of the holder.(4) A holder of a capital markets services licence for real estate investment trust management must notify the Authority if —(a)a person mentioned in paragraph (1)(a) or (b) has been appointed as the chairman of the holder’s board;(b)any of its independent directors had ceased to be an independent director; or(c)the holder had ceased to have the requisite number of independent directors.(5) A notification under paragraph (4) must —(a)be made within 14 days after the holder becomes aware of the fact mentioned in sub-paragraph (a), (b) or (c) (as the case may be) of that paragraph;(b)in the case of a notification mentioned in paragraph (4)(b), state the reason why the independent director had ceased to be an independent director; and(c)in the case of a notification mentioned in paragraph (4)(c), state —(i)the date on which the holder had ceased to have the requisite number of independent directors;(ii)whether the holder had ceased to have the requisite number of independent directors due to any of its independent directors ceasing to satisfy any condition mentioned in paragraph (7)(b)(i), (ii), (iii) or (iv), and if so, whether the holder knew or could have reasonably known that the independent director concerned would cease to satisfy the condition —(A)before the start of the specified period, where the date on which the independent director concerned ceased to satisfy the condition (called in this regulation the date of cessation) falls within the specified period; or(B)on the date of the annual general meeting of the holder immediately preceding the date of cessation, where the date of cessation falls within a period other than the specified period.(6) The Authority may —(a)upon being notified by a holder of a capital markets services licence for real estate investment trust management under paragraph (4)(a), issue written directions under section 101(1) of the Act to direct the holder to take such steps as may be necessary to ensure that paragraph (1) is complied with; or (b)upon being notified by a holder of a capital markets services licence for real estate investment trust management under paragraph (4)(c), issue written directions under section 101(1) of the Act to direct the holder to take such steps as may be necessary to rectify the composition of its board to satisfy paragraph (2) within such time as may be specified by the Authority.(7) In this regulation —(a)“specified period” means the period starting on the date immediately after the date on which the director was appointed to the holder’s board and ending on the date immediately before the date of the first annual general meeting of the holder that is held after the director’s appointment; and(b)a director of a holder of a capital markets services licence for REIT management is an independent director if the director —(i)is independent from the management of the holder and the REIT that is managed or operated by the holder;(ii)is independent from any business relationship with the holder and the REIT that is managed or operated by the holder;(iii)is independent from every substantial shareholder of the holder, and every substantial unitholder of the REIT;(iv)is not a substantial shareholder of the holder, or a substantial unitholder of the REIT that is managed or operated by the holder; and(v)has not served as a director of the holder for a continuous period of 9 years or longer.(8) Despite paragraph (7)(b), a director of the holder who does not satisfy any condition mentioned in paragraph (7)(b)(i), (ii) or (iii) may nevertheless be treated as an independent director of the holder if the board of the holder is satisfied that the director is able to act in the best interests of all the unitholders of the REIT that is managed or operated by the holder, as a whole.

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