Corporate Governance

The Company which acts as the REIT Manager recognizes the importance of good corporate governance and believes that good governance consists of a good management system, responsible Board of Directors and management, the applicable mechanism of control and balance of power to enable the transparency and accountability in managing the GVREIT, respect equality of all unitholders, proper protective measures against conflict of interest, all of which are prescribed to equitably create confidence and maximize benefits among all stakeholders, while enables the Company to achieve its long-term sustainable business objectives and goals. The governance of the GVREIT take into consideration the following principles:

  1. Responsibility to unitholders
    The REIT Manager is aware of its duty to promote and protect the rights of each unitholder to assure his/her basic rights as per the applicable laws
  2. Information disclosure and transparency
    The REIT Manager has its duty to disclose information that is complete, sufficient, reliable, and prompt for unitholders and stakeholders to equally receive information. Moreover, it shall disclose reports and data as per the prescribed regulation.
  3. Stakeholder treatment
    The REIT Manager recognizes the rights and equality of all stakeholders as per the prescribed laws and good practices such as responsibility to tenants, responsibility to customers, and responsibility to society and the environment.
  4. Conflict of interest
    The REIT Manager pays attention to the conduct of its duties with honesty and integrity and refrains from receiving any money or personal benefits whether directly or indirectly.

Board of Directors Structure
  1. The Chairman of the Board of Directors is an independent director. There are 3 (three) other directors on the board, which is in line with the Company’s operation manual and internal control system that prescribes that there be at least 3 (three) directors on the board.
  2. At least one third of the board must comprise of independent directors and the Company’s directors must be qualified persons who have no prohibited characteristics as required by law.

Meetings of the Board of Directors

The REIT Manager prescribes that there be at least one meeting of the Board of Directors every quarter. In 2022, 5 meetings of the Board of Directors were held in person (Physical Meeting) and online (E-Meeting). The meetings were arranged as per the following process:

  1. The Company will send an invitation letter for the meetings and the meeting agenda and the relevant attachments at least 7 days before the meeting date. The attachments contain sufficient details for each director to consider and review, and such attachments must be sent to each director prior to the meeting for the directors to have sufficient time to study the details before the meeting. The details of important transactions are also sent to the directors before their submission to the meeting of the Board of Directors.
  2. In the meeting of the Board of Directors, there are relevant agenda items submitted to the meeting for the directors to consider and acknowledge or make decisions such as the performances of the Company and the GVREIT, annual budgets of the GVREIT, the dividend payments for the unitholders, the meeting of the unitholders, the related party transactions, business plan, and the progress of the business actions as per the business plan etc.
  3. In each meeting of the Board of Directors, there must be no less than half of the total number of directors attending the meeting. Resolutions of the meeting of the Board of Directors shall require a majority of votes of the directors present at the meeting.
  4. In the meeting of the Board of Directors, the Chairman shall allocate sufficient time for the management to submit documents and information for discussion of important matters, and sufficient time for the board to discuss the important issues. Each director is free to express their opinions and propose the meeting agenda.
  5. Minutes of the meeting must be taken and all documents relating to the meeting must be properly filed and available for checking. The minutes of the meetings that have been approved by the meeting of the Board of Directors are kept for evidence.

The REIT Manager pays attention to the equality and fair treatment of its unitholders. The internal information or news that is material to changes in the prices of the unit trust that are not public information and are treated as internal and confidential information. Directors, management, and all level of employees have their duty to keep this information confidential and are not allowed to disclose such information that they learn from their work to others, or to use this information for any unlawful profit or benefit, or cause any loss of benefits to the GVREIT, directly or indirectly. The principles and practice guideline for the use of internal information and their confidentiality are as follows:

  1. Director, management, and the Companys auditor must report their holding of securities to the Board of Directors to assure the unitholders and the general investors that the Company’s directors and management conduct the Company’s business with honesty and integrity, transparency, and accountability.
  2. Director and management of the Company (as per the definition prescribed by the Office of the Securities and Exchange Commission) and the top executives of the Company and its subsidiaries have their duty to report the change in their holding of the Company’s securities to the Compliance and Risk Management Department at least 1 day before undertaking of the transaction and submit the report to the Office of the Securities and Exchange Commission within 3 business days from the date of the purchase, sale, or transfer of such securities via electronic channel prescribed by the Office of the Securities and Exchange Commission. It is prescribed that the Compliance and Risk Management Department must prepare the summary report and submit it to the Board of Directors, as well as disclose the information in the annual report.
  3. Prohibit the Company’s directors and management from trading the GVREIT’s units one month before the release of the financial statement and 24 hours after the public release of such information. The Company shall notify its directors and management about the blackout period every 3 months.
  4. Prohibit the Company’s directors, management, and employees from taking advantage of or using the information obtained from their work position for personal benefit and prohibit the use of internal information for their own benefit or from disclosing such internal information to others for the benefit of unit trust trading.

Major principles of information disclosure

  1. Disclosure of information must be correct, complete, reliable, sufficient and timely.
  2. Prepare and disclose information as per relevant rules and regulations.
  3. Disclosure of information and treatment of unitholders or investors must be fair and equitable.

Information Disclosure Channel

  • Investor Relations and Operational Support Department

    It has the duty to prepare and disclose information of GVREIT to the Office of the Securities and Exchange Commission, the Stock Exchange of Thailand, Trustee, and unitholders as well as present the performance results, listen to opinions and suggestions, provide sufficient information for analysts and investors. GVREIT can be contacted and information can be obtained via:

  • Investor Events

    The REIT Manager arranges events for unitholders, security analysts, and investors to meet the Company’s management and presents operational results, strategic plans, as well as question and answer sessions. In order to prevent the spreading of Covid-19 virus, the REIT Manager organizes these events via video conference which include:

    • Participation in the Opportunity Day arranged by the Stock Exchange of Thailand.
    • Analysts Meetings.

The REIT Manager has its duty to arrange the meeting of the unitholders, at least, under the following criteria:

  1. The General Annual Meeting which must be held within 4 (four) months from the fiscal year of the GVREIT.
  2. The Extraordinary Meeting which is the meeting held in addition to the General Annual Meeting on the occasion of the following incidents:
    1. a) When the unitholders, which totals no less than 10 (ten) per cent of the total unit trust sold, jointly submit a letter to the REIT Manager requesting a calling for a meeting for unitholders and clearly specifies the reason for submitting such a letter. Indeed, when the unitholders jointly issue a letter calling for a unitholder meeting, the REIT Manager must arrange for a unitholder meeting within 1 (one) month from the receipt of such letter or from the notification made by the trustee.
    2. b) In the event that the trustee deems it necessary or justified to submit any issues to the unitholder meeting to consider and resolve. The REIT Manager must hold the unitholder meeting within 1 (one) month from the receipt of a letter from the trustee. However, this does not deprive the trustee of his/her rights to consult with the REIT Manager on such necessary issues.
    3. c) In the event that the REIT Manager deems it necessary or justified to submit any issues to the meeting of unitholders to consider and resolve. The REIT Manager must hold the unitholder meeting for the benefit of GVREIT management. However, this does not deprive the REIT Manager of his/her right to consult with the trustee on such necessary issues.

The Company’s Board of Directors or their assignee (as the case may be) are the ones who select and appoint the Managing Director by selecting and considering from the candidates who are qualified with prescribed knowledge and experiences, and has no prohibited characteristics as required by law. The selection criteria are set as follows:

  1. Must possess knowledge and experiences suitable for the responsibility to act as the REIT Manager, and must have no less than 3 year combined knowledge and experiences in investment management or experience in maximizing profits from real estate management within the past 5 years
  2. Must possess no prohibited characteristics as required by the notification of the Thai Capital Market Supervisory Board on prohibited characteristics for personnel in the capital market industry, mutatis mutandis.

Management Fee for the REIT Manager

During the entire appointment contract for the REIT Manager, the REIT Manager shall receive the following fee for performing its duty as the REIT Manager:

Fee Condition
Base Fee At the rate of not more than 0.3% of the net asset value, with the minimum amount set at Baht 12 million per annum ( There may be an increase of the minimum amount in the event of the capital increase which results in the increase in workload or duty of the REIT Manager)
Variable Fee At the rate of not more than 2% of the revenues from net investment after adjustment which shall be paid on a quarterly basis
Acquisition Fee At the rate of not more than 1% of the acquired asset of the GVREIT, excluding the principle asset from the first investment and the asset that the GVREIT acquired from North Sathorn Realty Company Limited or Lertrattakarn Company Limited or related party. The fee shall be paid upon the acquisition of the asset by the GVREIT.
Disposal Fee At the rate of not more than 1% of the value which is lower between the disposed price and the appraisal value set by the appraiser whose name is in the approval list of the Office of the Securities and Exchange Commission

Trustee Fee

During the entire appointment contract for the trustee, the trustee shall receive its fee for performing its duty as the trustee and custodian at the rate no more than 0.3% of the net asset value with the amount set at Baht 8 million per annum (There may be an increase of the minimum amount in the event of the capital increase which results in the increase in workload or duty of the trustee)


Auditor Fee

The REIT Manager has appointed KPMG Phoomchai Audit Company Limited to be the auditor of the GVREIT for the 2022 financial statements as per the resolution of the Board of Directors of Frasers Property Commercial Asset Management (Thailand) Company Limited in the 2nd board meeting for the fiscal year 2022, held on 25 November 2021, and notified to the 2022 Annual General Meeting of the unitholders held on 24 January 2022. The appointed auditor has no relation or interest with the GVREIT and are independent in conducting its professional duty.

Auditor Fee
Fee 2022 2023
Audit Fee 1,440,000.00 1,440,000.00
Other Service Fee 25,310.00 24,800.00
Total (Baht) 1,465,310.00 1,464,800.00