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New rules for Singapore's REITs
Chris Hamblin
Clearview Publishing
30 October 2014
The
Monetary Authority of Singapore has decided to stiffen the regulatory
regime that governs real estate investment trusts (REITs) and their
managers for the sake of high-net-worth investors, aligning fees with
unitholders' interests. It
proposes to impose a statutory duty on every REIT manager and on
every REIT's director to 'prioritise' the interests of unitholders
over those of the REIT manager and its shareholders, in the event of
a conflict of interest. At the moment, every REIT manager is obliged
to ensure that at least one-third of the board are independent
directors (i.e. independent from any management and business
relationship with the REIT manager and the REIT, or any substantial
shareholder thereof) in line with Singapore's Code of Corporate
Governance. The MAS is thinking of moving this up to half. The
MAS also proposes to require each REIT management firm to make the
following disclosures in the annual report of the REIT: (a)
its policies that govern the remuneration of directors; (b)
the remuneration of each of its named directors and its named CEO;
and (c)
the remuneration of at least the top five key executive officers of
the REIT management firm, naming names, in bands of S$250,000
($122,315). There
are to be new audit committee requirements and the MAS wants comments
on whether its current reliance on unitholders to initiate reviews of
REIT managers' appointments has been effective. If not, it wants
suggestions to remedy this. It wants to place greater constraints on
the setting of performance, acquisition and divestment fees payable
to REIT managers. It also wants to "impose certain restrictions
which seek to ensure that the remuneration or fees payable to the
directors and executive officers of REIT managers would not lead to a
misalignment of interests." Singapore
is now one of the largest REIT markets in Asia. As at the end of
September 2014, there were 33 listed REITs in Singapore with an
aggregate market capitalisation exceeding S$61 billion.