As the REIT Manager, the Board of Directors realizes the importance of Corporate Governance and believes that good corporate governance is a crucial factor for FTREIT’s operations, in order to efficiently and effectively manage the business to have stability, continuous growth and fairness to all stakeholders. For such reasons, the Board of Directors has stipulated the Corporate Governance Policy in order to be a guideline for REIT management to achieve the objectives that have been set for correctness and transparency.
1. STRUCTURE OF THE BOARD OF DIRECTORS
The REIT Manager has one committee, the Board of Directors, consisting of 6 directors whose Duties and Responsibilities were disclosed in “Management”
|No.||Name - Surname||Position||No. of Attendance /
No. of all meetings (times)
|1.||Mr. Threekwan Bunnag 1||Chairman and Independent Director||7 / 7|
|2.||Mr. Sopon Punyaratabandhu||Independent Director||9 / 9|
|3.||Mr. Uten Lohachitpitaks||Director||9 / 9|
|4.||Mr. Sopon Racharaksa||Director||9 / 9|
|5.||Mr. Hiroaki Sagane 2||Director||8 / 8|
|6.||Mr. Peerapat Srisukont||Director and Managing Director||9 / 9|
2 Mr. Hiroaki Sagane was appointed to be Director on 1 December, 2018.
Structure of the Board of Directors
- The Chairman is an independent director, and all Independent Directors account for one-third of the Board of Directors.
- One director who is management is Mr. Peerapat Srisukont, Managing Director.
- 5 Directors are non-management (83% of the Board of Directors)
- No Director has ever been an employee, shareholder or partner of KPMG Phoomchai Audit Ltd. which is the external audit firm of the REIT Manager and FTREIT.
The Board of Directors’ Meeting
In 2019, there were 9 Board of Directors Meetings. The procedures are as follows:
- Company Secretary, coordinating with Lawyer and Compliance Department, shall send out the invitation together with meeting agenda and supporting documents with necessary contents for consideration to every Director at least 7 days prior to the meeting date, so that the Directors will have sufficient time to review the information prior to the meeting.
- The proposed agenda for the Board of Directors’ meeting shall be about the operations of FTREIT including the operating results, the annual budget, the distribution payment, the arrangements for unitholder’s meeting, investment in additional assets, related party transactions, business and investment plans, funding plans as well as progress in the implementation of the business plan.
- In every meeting, the number of attending Directors shall be more than one half of total Directors. Every Director has the right to one vote. Any Director who has a conflict of interest in any matter shall have no right to vote on such matter.
- In the meeting, the Chairman will oversee the allocation of sufficient time for management to provide documents and information to debate important issues, and sufficient time for the Directors to discuss the important issues. All Directors are free to comment and propose the agenda.
- Minutes with the record keeping of all related documents will be recorded accurately, in a complete and checkable manner. The minutes which are certified by the Board of Directors shall be kept as evidence for future reference.
2. RULES FOR PROPER USE OF INSIDE INFORMATION
The Board of Directors has regulated policies governing the use of internal information and the trading transactions of FTREIT, in order to promote equality and fairness towards all unitholders and to prevent Directors, Management or employees who can access material information from taking benefit for themselves or for others.
- Directors, Management and all employees must never utilize material information that has not been disclosed to the public for their own or others’ benefit and must strictly abide by the confidentiality policy regulated by the Company.
- Directors, Management and all employees are allowed to invest in FTREIT’s units. However, in order to prevent possible conflicts of interest, Directors, Management and employees who can access material information, as well as their spouses, partner, or children not having yet become sui juris are prohibited from purchasing, selling, transferring or getting transferred FTREIT’s units under the following circumstances:
- Within a one-month period before the financial statement is disclosed to the general public.
- Before considering investment or divestment of assets.
- Before the distribution payment to unitholders.
3. INFORMATION DISCLOSURE TO UNITHOLDERS
The REIT Manager has emphasized the importance of information disclosure to unitholders in a sufficient, accurate, complete, fast and transparent manner. Also, the information disclosure of FTREIT shall comply with rules and guidelines of information disclosure of the Securities and Exchange Commission and the Stock Exchange of Thailand.
Key principles of information disclosure
- Information to be disclosed must be accurate, complete, clear and timely.
- Must comply with the rules and regulations of information disclosure accurately and completely.
- Every unitholder has equal right to receive the information.
Key principles of information disclosure
The Managing Director has assigned the Compliance Department, Investor Relations Department and Finance and Accounting Department to disclose information to the Securities and Exchange Commission and/or the Stock Exchange of Thailand. The information to be disclosed shall be approved by the Board of Directors and/or the Managing Director (as the case may be) prior to disclosure.
Channels of Information Disclosure
- Investor Relations Department
Investor Relations Department fully takes charge of providing information and collecting opinions from unitholders, investors and analysts on a regular basis, as well as presenting operating performance and compiling comments. In this regard, unitholders or investors can contact Ms. Renuka Arunyanard or email: email@example.com
FTREIT’s information is disclosed on website;
- Annual and Extraordinary General Meeting
The Annual General Unitholder Meeting 2019 was held on 28 January, 2019 at The Okura Prestige Bangkok. The Directors reported operating performance in 2018, the business plan, industry and business trends, distribution payment to unitholders, and answered questions of unitholders attending the meeting.
- Investor Meeting
Throughout 2019, the REIT Manager has allowed opportunities for analysts, unitholders and institutional investors in Thailand and overseas to meet with management via different arrays of activity on a continuous basis, as a way of sharing information operating performance, strategic plan, growth directions and summarising key events throughout the year, as well as answering questions. The following are activities that took place:
- Joining Opportunity Days hosted by the Stock Exchange of Thailand.
- Joining domestic and international roadshows.
- Holding conference calls.
- Press Conference
In 2019, the REIT Manager arranged one press announcement on operating performance and asset acquisitions. There were press releases provided to the journalists and information on operating results and acquisition plans throughout the year.
IR Events in 2019
|Annual General Unitholder Meeting||28 Jan|
|Thailand Corporate Day by Maybank Kim Eng Securities (Thailand) in Malaysia and Singapore||20 – 22 Feb|
|MBKET Real Estate Day by Maybank Kim Eng Securities (Thailand)||7 Mar|
|Thailand Investment Conference by Phatra Securities and Bank of America Merrill Lynch||3 Apr|
|Opportunity Day by the Stock Exchange of Thailand||22 May|
|REIT Day by Phatra Securities||26 Jun|
|Thailand Property and REIT Corporate Day by DBS Vickers Securities (Thailand)||3 Jul|
|Thailand Focus 2019 by the Stock Exchange of Thailand||29 Aug|
|As of 31 December||As of 30 September|
|Opening price||Baht / Unit||10.09||9.95||9.70||10.40||11.50|
|Highest price||Baht / Unit||10.90||10.70||10.50||12.20||18.70|
|Lowest price||Baht / Unit||9.71||9.70||8.15||10.20||10.90|
|Closing price||Baht / Unit||9.95||9.70||10.40||11.80||17.90|
|Total volume traded||Million Units||44.32||57.17||110.60||254.20||357.73|
|Average volume per day||Million Units||0.18||0.23||0.46||1.38||1.47|
4. UNITHOLDER MEETING
Guidelines of arranging the unitholder meeting
The REIT Manager shall arrange a unitholder meeting as Annual General Meeting within 4 months after the end of the fiscal year. Other meetings of unitholders shall be called Extraordinary General Meetings. The REIT Manager shall hold the Extraordinary General Meeting in line with the Trust Deed and related laws as follows:
- When the REIT Manager considers that it is appropriate to call the unitholders’ meeting
- When the REIT Manager is required by the Trust Deed to get a resolution from the unitholders to carry
out the following activities:
- The acquisition or disposal of FTREIT’s major assets with the value equal to or over 30% of the total asset value;
- he issuance of debentures or any debt instruments;
- The increase or decrease of FTREIT’s paid-up capital, as indicated in the Trust Deed;
- The connected transactions with the REIT Manager or connected persons with the REIT Manager, with the transaction value equal to or above 20 million Baht or higher or more than 3% of net asset value, whichever is higher;
- The change of benefits and the capital returned to the unitholders;
- The change of Trustee;
- The change of REIT Manager and the appointment of new REIT Manager;
- he amendment of Trust Deed that significantly impacts the rights of unitholders or the increase of fees and/or expenses to be higher than the maximum rate specified in the Trust Deed;
- The cancellation of the Trust
- Any other circumstance that the Trustee and/or the REIT Manager deem necessary and appropriate to propose to the unitholders’ meeting and to get resolution for such matter;
- Any other circumstance required by the Securities and Exchange Commission;
- When unitholders with a total number of units not less than 10% of total units sold make a written request to the REIT Manager to call for a Unitholders Meeting with clear reason stated in the request, the REIT Manager shall arrange a Unitholders’ Meeting within 1 month after the date of receiving such request.
Procedure for unitholders’ meeting in 2019
The Annual General Unitholder Meeting 2019 was held on 28 January, 2019 at The Okura Prestige Bangkok. The procedure was as follows;
- Before the meeting
- Kept unitholders informed of the meeting date of the Annual General Meeting well ahead of time for full participation. Communication on the matter was made through the Stock Exchange of Thailand’s channels and the FTREIT website on November 20, 2019, which was also the day that the Board of Directors agreed upon the meeting date.
- Publishing of the invitation in daily newspaper not less than 3 days before the meeting day on 18th, 21st and 22nd January, 2019.
- Posted the meeting notice both in Thai and English on the FTREIT website on January 4, 2019; 24 days before the meeting and distributed to shareholders on January 11, 2016; 17 days prior to the meeting. This provided shareholders with enough time to acknowledge the meeting agenda and to examine the information.
- Facilitated unitholders who could not attend the meeting by themselves, such as individual unitholders, juristic and institutional investors, by sending the proxy together with the meeting notice. These forms can also be downloaded from the FTREIT website. Moreover, the REIT Manager has nominated a list of independent directors’ names and backgrounds that unitholders could appoint to be their proxy. In the Annual General Meeting of unitholders 2019, Mr. Sopon Punyaratabandhu, an Independent Director, was appointed as proxy in casting votes on behalf of the unitholders.
- On the meeting day
- Facilitated the shareholders and institutional investors by providing an appropriate and easily accessible venue to accommodate the participants, with a map attached. Staff members were arranged at the reception area to provide information and inspect the documents at the point of registration. In addition, shareholders could register their attendance roughly 2 hours ahead of the meeting time using the bar code system for accurate and convenient processing. Furthermore, revenue stamps were prepared for shareholders wishing to assign proxies to attend the meeting on their behalf.
- Regulated the voting rights in the meeting to be in accordance with the number of units held; one unit is equivalent to one vote.
- Before the meeting commenced, there is informed the participating unitholders of their rights according to the rules and regulations, meeting proceedings and guidelines on casting votes, as well as the opportunity for unitholders to ask questions and fairly express opinions in the meeting.
- The bar code system was used to count votes and clearly display the results in each and every agenda. The voting cards were used in the process of casting votes, whereby the ballots were prepared and separated by agendas, allowing unitholders to cast their votes as they saw appropriate.
- Arranged an independent, external inspector who performed a legal counsel role to monitor the meeting and ensure that the meeting was transparent and complied with the laws and regulations.
- Encouraged the appointment of a particular unitholder as the representative and the witness in the vote counting process for every agenda.
- The Chairman of the Board allocated enough time for the meeting and appropriately conducted the meeting with absolute transparency according to the agenda specified in the meeting notice. For the record, there has never been any occasion where documents containing essential information were distributed to the unitholders during the meeting without prior notice, nor the inclusion of additional agendas in the meeting without prior notice, to ensure fairness to unitholders who did not attend the meeting.
- Unitholders were allowed to join in the meeting even after the meeting had already commenced but they could only vote on the agendas that had not yet been voted for.
- Unitholders were encouraged to express their opinions and ask questions. The Chairman of the Board, Management of REIT Manager, the Trustee and the external auditor were also present to answer unitholders’ questions.
- After the meeting
- Submitted the meeting’s resolutions and accompanying details i.e. the number of votes for each agenda to the Stock Exchange of Thailand and posted on FTREIT’s website on the day of the meeting so that absent unitholders could immediately access the information.
- Prepared the meeting minutes, in Thai and English, and distributed via the Stock Exchange of Thailand’s channels and FTREIT’s website within 14 days after the meeting. For AGM 2019, the minutes were disclosed on 11 February, 2019.
5. CONSIDERATION OF INVESTMENT AND MANAGEMENT OF FTREIT
Investment in Core Assets
- Conduct due diligence on assets;
- Organize valuation of assets under investment as specified in the Trust Deed;
- Establish risk prevention measures or remedy measures for potential damage caused by breach of agreement or non-enforcement under lease agreement, and disclose such risk prevention measures to the Trustee and unitholders in case of leasehold investment in the form of sub-lease.
For acquisition of additional core assets, the REIT Manager shall take additional actions as follows:
- Propose to the Trustee for consideration and approval of investment in assets as specified in the Trust Deed and related laws.
- Apply for approval for investment in assets as follows:
2.1 Investment in assets owned by the REIT Manager or a connected person
- For transactions valued over 1 million Baht or equal to or above 0.03% of the net asset value of FTREIT, whichever is higher, an approval must be obtained from the Board of Directors;
- For transactions valued equal to or above 20 million Baht or over 3% of the net asset value of FTREIT, whichever is higher, an approval must be obtained by resolution of a meeting of unitholders;
- The REIT Manager shall appoint a financial advisor regarding connected transactions to be entered into with the REIT Manager so that the Board of Directors and/or unitholders can make informed decision on approval of investment in such assets;
- The REIT Manager shall prohibit a person who is connected to the assets under disposal from participating in approval of investment in such assets.
2.2 Investment in assets owned by a person who is not the fund manager or a connected person
- For investment in assets with value equal to or above 10%of total asset value of FTREIT, an approval must be obtained from the Board of Directors;
- For investment in assets with value equal to or above 30% of total asset value of FTREIT, an approval must be obtained by a majority vote of unitholders attending the meeting.
Criteria for Investment in Core Assets and Equipment
Acquisition of core assets and equipment by FTREIT must be in accordance with the criteria specified in the Trust Deed. The material details are summarized below:
- It must be an investment in property in category of land and factory, warehouse and/or office buildings for acquisition of ownership or possessory right;
- In case of acquisition of possessory right, the property must be acquired by means of issuance of a Nor.Sor.3 Kor. In case of leasehold, the property must be acquired by means of issuance of a title deed or a possessory right deed in a form of Nor. Sor. 3 Kor;
- Properties to be acquired must not be enforced under the law on property rights or dispute unless the REIT Manager and the Trustee jointly consider and issue a written opinion that such enforcement under the law on property rights or such dispute has no material effect on making profit from the property and the conditions of acquisition of such property will benefit unitholders;
- An agreement for acquisition of a property must not specify an agreement or an obligation that may prevent the Trust from disposing the property at a fair price (at the time of disposal) such as a pre-emptive right at fixed price;
- Properties and/or assets to be acquired which are classified as core assets as prescribed in the notification of The Capital Market Supervisory Board must be ready for profit making with offering (if any) for each issuance including borrowing amounts (if any). FTREIT may make investment in projects under construction where the total value of investment amount for acquisition and development of the property until ready for assets of FTREIT (after offering of units) and FTREIT must be able to prove that there is sufficient working capital for such development without affecting the survival of the Trust;
- Properties to be acquired must be fully evaluated including verification of title deed for disclosure to investors at least six months prior to application for acquisition but not exceeding one-year preceding investment in such property with a minimum of two appraisers who are approved by the Securities and Exchange Commission;
- Properties to be acquired must have minimum aggregate value of 500 million Baht for the first-time investment in core assets;
- In case of indirect investment in core assets by FTREIT, it must be an investment in property specified in (1) - (7) above through shareholding in a company incorporated with objectives to engage in the same business as FTREIT as specified in the Trust Deed. Such investment must meet the following criteria:
- FTREIT must hold shares in such company in a ratio as prescribed in the notification of the Securities and Exchange Commission or The Capital Market Supervisory Board;
- FTREIT must be able to prove that there are measures or mechanisms to enable the Trustee and the REIT Manager to take care of and control such company to ensure the operation as specified in the Trust Deed and the criteria of the Securities and Exchange Commission in a similar manner as if FTREIT were making direct investment in such core assets.
- If value of properties to be acquired is above 5% higher than the minimum valuation price assigned by the valuation company within one year preceding the acquisition, facts and reasons of acquisition at such price must be provided.
Disposal of Core Assets
The REIT Manager may consider disposing core assets of FTREIT under the following procedure:
- The REIT Manager must have core assets valuated by an independent valuator in accordance with the criteria specified in the notification of Office of the Securities and Exchange Commission;
- Disposal of core assets must be overt and contain transaction details and approval procedure as specified in the Trust Deed and it must be approved by the trustee or a resolution of a meeting of unit holders in the same manner as acquisition of the assets.
- Disposal of core assets in the following categories is permitted only when necessary and appropriate and with approval from the Board of Directors:
- Disposal of core assets before one-year anniversary from the date on which the trust acquires such core assets;
- Disposal of core assets that FTREIT acquired ownership to the previous owner.
Management of Core Assets
In relation to management of core assets of FTREIT, the Company as the REIT Manager appoints a Property Manager who is selected based on experience in management of each type of properties in which FTREIT will make investment. The REIT Manager appointed FPIT as the Property Manager for asset in category of warehouse, FPT as the Property Manager for asset in category of factory, (Please see details in the topic “Property Manager”). The REIT Manager supervises and controls the Property Manager by the following means:
- The REIT Manager establishes a marketing policy and strategy in property management for the Property Manager to comply with;
- The REIT Manager controls and oversees the Property Managers’ performance on a regular basis and check accuracy and completeness of property-related tasks such as rental fee, outstanding payment, marketing activities, property conditions, repair expenses, and insurance of core assets.
6. SELECTION OF PROPERTY MANAGERS
The REIT Manager may appoint one or more performance individuals to act as property manager(s) to manage assets of FTREIT. Property Managers must be competent to manage the and have knowledgeable people in estate management experience for not less than 3 years. The REIT Manager is responsible for property management fees and FTREIT is responsible for other costs incurred by the property management, such as maintenance fees, etc. However, if a new Property Managers are appointed, the REIT Manager informs the trustee of the appointment within 15 days of the appointment of the new Property Managers.
Property Managers have the maturity each 5 years of contract and can be renewed automatically. However, REIT Manager may appoint additional or change Property Managers to the terms outlined in the contract, when one of the following;
- Property Managers do not perform their duties according to terms and conditions of the contract of appointment and Property Managers do not remedy the remedy within 60 days after receipt of notice from REIT Manager to rectify such non-performance.
- If the rental rate of FTREIT’s properties under management of any Property Managers is less than 50% for 3 consecutive months and if the annual performance of the property is less than the performance estimate specified in the annual operating plan that Property Managers have proposed and approved by the REIT Manager for a consecutive period of more than 2 years except in case of force majeure.
- Property Managers were ordered by the court to be in receivership or the court has appointed the official receiver to manage the property of all real estate managers or only in significant parts.
- Property Managers lack the ability to act as Property Managers as determined by the REIT Manager and do not fix such disability within 60 days.
7. MONITORING PROPERTY MANAGERS’ PERFORMANCE
The management of properties of FTREIT, the REIT Manager supervises Property Managers appointed by FTREIT to achieve its purpose and to preserve the best benefit of FTREIT and unitholders. The REIT Manager has a system for executing and supervising Property Managers as follows;
7.1 Monthly Monitoring
- Asset Management Department assigns Property Managers to submit a summary of factory visits of potential customers with customers’ names and phone numbers. In addition, they need to submit report on the lease of the main properties, and property repair or maintenance report.
- Finance and Accounting Department monitors the completeness of the rental received in FTREIT’s accounts in each month.
- Finance and Accounting Department investigates the unpaid rental report and check out the overdue rental tracking records. The property management department ensures that Property Managers follow the unpaid process and audit the tracing process include a copy of the notice (if any).
- Asset Management Department examines the documents used in marketing to find tenants to ensure that such documents are not conducive to a conflict of interest in finding tenants of Property Managers by performing at least the examination of the presentation of each rental property equally, without regard to the ownership title and check on the pricing of property rental as a price advantage to any property owner or not.
7.2 Semi Annual Monitoring
Every 6 months, or when appropriate, Asset Management Department meets with Property Managers to announce marketing policies, strategies, asset management. Property Managers provide information about the competition, relevant industry conditions, and issues that may arise with tenants.
7.3 Annual Monitoring
- Property Management Department audits properties with Property Managers and property appraiser to ensure that the core assets of FTREIT are in normal use. There is no addition beyond the permission of FTREIT and for the purposes of annual properties appraisal.
- Property Management Department reviews and audits the quotation, coverage and premium rates to confirm the insured’s primary coverage including the main insurance document to ensure that the core asset is properly insured as required by company.
7.4 Property Maintenance
Property Management Department reviews and audits the reasonableness of the property’s repairing or maintenance. This is included a list of repairers and cost before approval to ensure that the Property Managers perform repairs to the property standards without any conflict of interest which is divided into two cases:
- In case of repair and maintenance, the cost is not allowed to exceed the amount approved by FTREIT that Property Managers can carry out their own procurement. However, every month, Property Management Department reviews and audits the correctness of the repair and maintenance items prepared by Property Managers.
- In case of repair and maintenance costs are more than the amount approved by FTREIT;
- Urgent case, Property Managers must first obtain the approval from Property Management Department as principle, via phone or E-mail.
- Non-urgent case, Property Managers send the letter of approval to Property Management Department by including details of the property such as property number, name of the lessee, damaged property photos, and the amount of money to ask for approval. In the support documentation must be included illustrates the necessity and appropriateness of the proposed costs, such as photographs of property damage, or compare prices of service providers with other service providers
- Property Management Department prepares a letter of approval of the cost limit back to the Property Managers with copies of the book are kept as evidence, together passing documents to Finance and Accounting Department for further processes.
8. INTEREST TRACKING PROCEDURE
The Company as the REIT Manager has appointed FPT, FPIT and may appoint other persons as deemed appropriate to collect revenue and manage spending of FTREIT. In these regards, the Company has a procedure to track interest of FTREIT which requires the appointed person to submit a report of such to the REIT Manager such as lease income report, lease cost report, selling and administrative expenses report, outstanding debt report, debt collection report, occupancy report, repair and maintenance hiring report, tenant’s core assets insurance report.
9. SELECTION AND NOMINATION OF DIRECTORS AND MANAGEMENT
The REIT Manager shall select the personnel to be responsible for the management of FTREIT based on his/her past experience in the related functions, to ensure that such person could manage FTREIT for the maximum benefit of the unitholders. The REIT Manager shall consider the qualifications of candidate as defined by the guidelines of the Securities and Exchange Commission (SEC) as follows:
- Having work experience in the field of investment management or management of revenue generating real estate for not less than 3 years within the period of 5 years before the date of joining with the company (depending on circumstances);
- No prohibited characteristics of authorised personnel of the Management in accordance with the Capital Market Supervisory Board’s concerning the qualification of person in capital market;
- Directors or others who are assigned (depending on circumstances).
10. REIT MANAGER FEE
|Management Fee (Base Fee)||0.25% per annum of the Trust’s total assets|
|Performance Fee||3.00% per annum of net income from rental and service agreement|
|Incentive fee||5.00% per annum of Trust’s net operating income|
|Commission fee for acquiring a new tenant||In proportion to rental and service periods but not over 3 months based on the latest rental and service rate of new tenant|
|Commission fee for buying/selling/ transferring leasehold/receiving leasehold||3.00% of the value of buying/selling/transferring leasehold/ receiving leasehold|
REIT Manager fee in 2018 – 2019 were 263.19 million Baht and 346.38 million Baht, respectively.
11. TRUSTEE FEE
|1.||0.060% per annum of total asset value for a portion not exceed 15,000 million Baht|
|2.||0.045% per annum of total asset value for a portion that exceed 15,000 million up to Baht 30,000 million Baht|
|3.||0.030% per annum of total asset value for a portion that exceed 30,000 million Baht|
Trustee fee in 2018 – 2019 were 15.27 million Baht and 18.60 million Baht, respectively.
12. AUDIT FEE
As the REIT Manager, Frasers Property Industrial REIT Management (Thailand) Co., Ltd. appointed KPMG Phoomchai Audit Ltd. as FTREIT’ s auditor of 2019 according to minutes resolution of Board of Directors No.1/2019 on 20 November 2018, which informed in the Annual General Unitholder Meeting 2019 on 28 January 2019.
Details of Audit fee in 2018 - 2019 are as follows:
|Other service fee||602,966||140,000|