Accounting records and systems of control
Open ↗75.—(1) The trustee‑manager of a registered business trust must cause to be kept such accounting records and other records as will sufficiently explain the transactions by the trustee‑manager entered into on behalf of the registered business trust and financial position of the registered business trust and enable true and fair accounts and any documents required to be attached to the accounts to be prepared from time to time, and must cause those records to be kept in such manner as to enable them to be conveniently and properly audited.
(2) The trustee‑manager of a registered business trust must retain the records mentioned in subsection (1) for at least 5 years from the end of the financial year in which the transactions or operations to which those records relate are completed.[2/2007]
(3) The trustee‑manager of a registered business trust must devise and maintain a system of internal accounting controls sufficient to provide a reasonable assurance that —(a)
assets that are part of the trust property of the registered business trust are safeguarded against loss from unauthorised use or disposition; and
(b)
transactions by the trustee‑manager entered into on behalf of or purported to be entered into on behalf of the registered business trust are properly authorised and that they are recorded as necessary to permit the preparation of true and fair accounts and to maintain accountability of assets.
(4) The records mentioned in subsection (1) must be kept at the registered office of the trustee‑manager of a registered business trust or at any other place that it thinks fit and must at all times be open to inspection by the directors of the trustee‑manager.
(5) If accounting records and other records are kept by the trustee‑manager of a registered business trust at a place outside Singapore, the trustee‑manager must send to and keep at a place in Singapore, and make available at all times for inspection by the directors of the trustee‑manager, such statements and returns with respect to the business dealt with in the records so kept as will enable to be prepared true and fair accounts and any documents required to be attached to the accounts.
(6) The court may in any particular case order that the accounting records and other records of a registered business trust be open to inspection by a public accountant acting for a director of the trustee‑manager of the registered business trust, but only upon a written undertaking given to the court that information acquired by the public accountant during the public accountant’s inspection will not be disclosed by the public accountant to any person other than that director.
(7) Any trustee‑manager of a registered business trust which contravenes subsection (1), (2), (3), (4) or (5) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000.
(8) Any officer of the trustee‑manager who knowingly contravenes or permits or authorises the contravention of this section shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 or to imprisonment for a term not exceeding 12 months or to both.
Accounts and directors’ report
Open ↗76.—(1) The trustee‑manager of a registered business trust must, at a date not later than 18 months after the registration of the registered business trust and subsequently at least once in every calendar year at intervals of not more than 15 months, lay before the unitholders of the registered business trust at their annual general meeting a profit and loss account of the registered business trust for the period since the preceding account (or in the case of the first account, since the registration of the registered business trust) made up to a date —(a)
in the case of a registered business trust listed or quoted on an approved exchange in Singapore, not more than 4 months before the date of the meeting; and
(b)
in the case of any other registered business trust, not more than 6 months before the date of the meeting.[4/2017]
(2) The trustee‑manager of a registered business trust must ensure that the profit and loss account mentioned in subsection (1) gives a true and fair view of the profit and loss of the registered business trust for the period of accounting as shown in the accounting and other records of the registered business trust.
(3) The Authority may, by order in the Gazette, specify any other period in substitution of the period mentioned in subsection (1)(a) or (b).
(4) Despite subsection (1), the Authority may, on application by the trustee‑manager of a registered business trust and for any special reason it thinks fit, extend the periods of 18 months and 15 months mentioned in that subsection and with respect to any year extend the period referred to in subsection (1)(a) or (b), even though the period is so extended beyond the calendar year.
(5) The trustee‑manager of a registered business trust must cause to be made out, and to be laid before the unitholders of the registered business trust at their annual general meeting with the profit and loss account required by subsection (1) —(a)
a balance sheet of the registered business trust as at the date to which the profit and loss account is made up, being a balance sheet that gives a true and fair view of the state of affairs of the registered business trust as at the end of the period to which it relates; and
(b)
a cash flow statement of the registered business trust that gives a true and fair view of the cash flow of the business of the registered business trust for the period of accounting of the profit and loss account mentioned in subsection (1).
(6) The trustee‑manager of a registered business trust must, before the profit and loss account, balance sheet and cash flow statement mentioned in subsections (1) and (5) are made out, take reasonable steps —(a)
to —(i)
ascertain what action has been taken in relation to the writing off of bad debts and the making of provisions for doubtful debts; and
(ii)
cause all known bad debts to be written off and adequate provision to be made for doubtful debts;
(b)
to ascertain whether any current assets (other than current assets to which paragraph (a) applies) are unlikely to realise in the ordinary course of business their value as shown in the accounting records of the registered business trust and, if so, to cause —(i)
those assets to be written down to an amount which they might be expected so to realise; or
(ii)
adequate provision to be made for the difference between the amount of the value as so shown and the amount that they might be expected so to realise; and
(c)
to ascertain whether any non-current asset is shown in the books of the registered business trust at an amount which, having regard to its value to the registered business trust as a going concern, exceeds the amount which would be recoverable over its useful life or on its disposal and (unless adequate provision for writing down that asset is made) to cause to be included in the accounts such information and explanations as will prevent the accounts from being misleading by reason of the overstatement of the amount of that asset.
(7) The trustee‑manager of a registered business trust must cause —(a)
the accounts mentioned in subsection (9) to be duly audited before they are laid before the unitholders of the registered business trust at their annual general meeting as required by this section; and
(b)
the auditor’s report required by section 84 to be attached to or endorsed upon those accounts.
(8) The trustee‑manager of a registered business trust must —(a)
take reasonable steps to ensure that the accounts mentioned in subsection (9) are audited as required by this Part at least 14 days before the annual general meeting of the unitholders of the registered business trust; and
(b)
cause to be attached to the accounts the auditor’s report that is provided to the trustee‑manager of the registered business trust under section 84(2).
(9) In subsections (7) and (8), “accounts” means the profit and loss account, balance sheet and cash flow statement of a registered business trust required to be laid before the unitholders of the registered business trust at the annual general meeting under subsections (1) and (5).
(10) The trustee‑manager of a registered business trust must cause to be attached to every balance sheet of the registered business trust made out under subsection (5) a report —(a)
containing the information required in subsections (11), (12), (15) and (17) and any other information as may be prescribed by the Authority;
(b)
made in accordance with a resolution of the directors of the trustee‑manager; and
(c)
signed by at least 2 of the directors with respect to the profit or loss of the registered business trust for the financial year and the state of the affairs of the registered business trust as at the end of the financial year.
(11) The report to which subsection (10) relates must state with appropriate details —(a)
the names of all directors of the trustee‑manager of the registered business trust in office at the date of the report;
(b)
whether —(i)
at the end of the financial year to which the report relates, there subsists any arrangement to which the trustee‑manager is a party, being an arrangement whose object is to enable any director or all directors of the trustee‑manager to acquire benefits by means of the acquisition of units in, or debentures of, the registered business trust; or
(ii)
there have, at any time in that year, subsisted such an arrangement as aforesaid to which the trustee‑manager was a party,
and if so, the report must contain a statement explaining the effect of the arrangement and giving the names of the persons who at any time in that year were directors of the trustee‑manager and held, or whose nominees held, units in, or debentures of, the registered business trust acquired pursuant to the arrangement; and
(c)
as respects each person who, at the end of the financial year to which the report relates, was a director of the trustee‑manager —(i)
whether or not he or she was, at the end of that financial year, interested in units in, or debentures of, the registered business trust, or both, and, if he or she was, the number and amount of units in, or debentures of, the registered business trust, or both, in which he or she was then interested; and
(ii)
whether or not he or she was, at the beginning of that year (or, if he or she was not then a director, when he or she became a director), interested in units in, or debentures of, the registered business trust, or both, and, if he or she was, the number and amount of units in, or debentures of, the registered business trust, or both, in which he or she was interested at the beginning of that year or when he or she became a director, as the case may be.
(12) The report mentioned in subsection (10) must also contain such additional information as the Authority may prescribe, being information which the Authority considers necessary to facilitate an understanding by the unitholders of the registered business trust of the business of the registered business trust.
(13) To avoid doubt, the additional information mentioned in subsection (12) need not relate to the profit or loss or the state of affairs of the registered business trust mentioned in subsection (10).
(14) Every statement, report or other document relating to the state of affairs of a registered business trust attached to, or included with, a report of the directors of the trustee‑manager of a registered business trust laid before the unitholders of the registered business trust at their general meeting or sent to the unitholders under section 78 (not being a statement, report or document required by this Act to be laid before the unitholders in general meeting) is, for the purposes of section 108, deemed to be part of that last mentioned report.
(15) Where the trustee‑manager of a registered business trust has granted an option to any person to acquire unissued units in the registered business trust, the report required by subsection (10) must state —(a)
the number and class of the units in respect of which the option has been granted;
(b)
the expiry date of the option; and
(c)
the basis upon which the option may be exercised.
(16) Where any of the particulars required by subsection (15) has been stated in a previous report, it may be stated by reference to that report.
(17) Each report required by subsection (10) must specify —(a)
particulars of units issued during the period to which the report relates by virtue of the exercise of options to acquire unissued units in the registered business trust, whether granted before or during that period; and
(b)
the number and class of unissued units in the registered business trust under option as at the end of that period, the price, or method of fixing the price, of issue of those units, and the expiry date of the option.
(18) The trustee‑manager of a registered business trust must include with every balance sheet, profit and loss account and cash flow statement laid before the unitholders of the registered business trust in general meeting, before the auditor reports on the accounts under this Part, a statement made in accordance with a resolution of the directors of the trustee‑manager and signed by at least 2 of the directors, stating whether in their opinion —(a)
the profit and loss account is drawn up so as to give a true and fair view of the results of the business of the registered business trust for the period covered by the account;
(b)
the balance sheet is drawn up so as to exhibit a true and fair view of the state of affairs of the registered business trust as at the end of that period;
(c)
the cash flow statement is drawn up so as to exhibit a true and fair view of the cash flow of the business of the registered business trust for the period covered by the statement; and
(d)
at the date of the statement there are reasonable grounds to believe that the trustee‑manager will be able to fulfil, out of the trust property of the registered business trust, the liabilities of the registered business trust as and when they fall due.
(19) Any trustee‑manager of a registered business trust which contravenes subsection (1), (2), (5), (6), (7), (8), (10) or (18) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000 and, in the case of a continuing offence, to a further fine not exceeding $10,000 for every day or part of a day during which the offence continues after conviction.
Relief from requirements as to form and content of accounts and reports
Open ↗77.—(1) The trustee‑manager of a registered business trust may apply to the Authority in writing for an order relieving the trustee‑manager from any requirement of this Act relating to the form and content of accounts or to the form and content of the report required by section 76(11) and the Authority may make such an order either unconditionally or on condition that the trustee‑manager complies with any other requirements relating to the form and content of the accounts or report that the Authority thinks fit to impose.
(2) The Authority may, where it considers it appropriate, make an order in respect of a specified class of registered business trusts relieving the trustee‑manager of a registered business trust in that class from compliance with any specified requirements of this Act relating to the form and content of accounts or to the form and content of the report required by section 76(11) and the order may be made either unconditionally or on condition that the trustee‑manager comply with any other requirements relating to the form and content of accounts or report that the Authority thinks fit to impose.
(3) The Authority must not make an order under subsection (1) unless it is of the opinion that compliance with the requirements of this Act would render the accounts or report (as the case may be) misleading or inappropriate to the circumstances of the registered business trust or would impose unreasonable burdens on the trustee‑manager of the registered business trust or any officer of the trustee‑manager.
(4) The Authority may make an order under subsection (1) which may be limited to a specific period and may, from time to time, either on application by the trustee‑manager of the registered business trust or without any such application (in which case the Authority must give to the trustee‑manager an opportunity of being heard) revoke or suspend the operation of any such order.
Unitholders of registered business trust entitled to balance sheet, etc.
Open ↗78.—(1) The trustee‑manager of a registered business trust must, at least 14 days before the date of a general meeting of the unitholders of the registered business trust, send to all the unitholders entitled to receive notice of general meetings of the unitholders of the registered business trust a copy of every profit and loss account, balance sheet and cash flow statement of the registered business trust (including every document required under this Act to be attached thereto), which is duly audited and which is to be laid before the unitholders in general meeting, accompanied by —(a)
a copy of the auditor’s report thereon; and
(b)
the financial statements of the trustee‑manager prepared in accordance with section 201 of the Companies Act 1967.[35/2014]
(2) The trustee‑manager of a registered business trust must, without charge and on a request made by any unitholder of the registered business trust (whether the unitholder is or is not entitled to have sent to the unitholder copies of the profit and loss accounts and balance sheets) to whom copies of the profit and loss account and balance sheet of the registered business trust (including every document required by this Act to be attached thereto) for the financial year immediately preceding the then current financial year have not been sent, provide to the unitholder such copies of the profit and loss account and balance sheet, together with a copy of the auditor’s report thereon.
(3) Any trustee‑manager of a registered business trust which contravenes subsection (1) or (2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction.
Provision of summary financial statement to unitholders
Open ↗79.—(1) Despite section 78 and anything in the trust deed of a registered business trust the units of which are listed on the approved exchange, the trustee‑manager of the registered business trust may, in such cases as may be prescribed by the Authority and provided all the conditions imposed thereunder by the Authority are complied with, send a summary financial statement of the registered business trust complying with the requirements of subsections (4) and (5) instead of copies of the documents referred to in section 78(1) to the unitholders of the listed registered business trust.[4/2017]
(2) Where the trustee‑manager of a listed registered business trust sends to the unitholders of the listed registered business trust a summary financial statement under subsection (1), any of the unitholders entitled to be provided with a copy of the documents referred to in section 78(2) by the trustee‑manager may instead request for a summary financial statement from the trustee‑manager, and the trustee‑manager must send the summary financial statement to the requesting unitholder.
(3) The trustee‑manager of a listed registered business trust need not send a summary financial statement to any unitholder of the listed registered business trust who does not wish to receive the statement.
(4) The trustee‑manager of a listed registered business trust must send the documents referred to in section 78(1) to any unitholder of the listed registered business trust who wishes to receive such documents.
(5) The summary financial statement mentioned in subsection (1) —(a)
must be derived from the annual accounts of the listed registered business trust and the report of the directors of the trustee‑manager of the listed registered business trust; and
(b)
must be in such form and contain such information as may be specified by regulations.
(6) Every summary financial statement mentioned in subsection (1) must —(a)
state that it is only a summary of information in the annual accounts of the listed registered business trust and report of the directors of the trustee‑manager of the listed registered business trust; and
(b)
contain a statement by the auditors of the listed registered business trust of their opinion as to whether the summary financial statement is consistent with the accounts and the report and complies with the requirements of this section and any regulations made under subsection (8).
(7) Any trustee‑manager of a listed registered business trust which contravenes this section or any regulations made under subsection (8) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction.
(8) The Authority may make regulations to give effect to this section, including making provision as to the manner in which it is to be ascertained whether a unitholder of a listed registered business trust wishes to receive copies of the documents referred to in section 78(1) or does not wish to receive the summary financial statement under this section.
(9) In this section, “listed registered business trust” means a registered business trust that has been admitted to the official list of an approved exchange in Singapore and has not been removed from that list.[4/2017]
Penalty
Open ↗80.—(1) If any director of the trustee‑manager of a registered business trust —(a)
fails to take all reasonable steps to secure compliance by the trustee‑manager with any provision of this Division; or
(b)
has by his or her own wilful act been the cause of any contravention by the trustee‑manager of any provision of this Division,
he or she shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000 or to imprisonment for a term not exceeding 2 years or to both.
(2) In any proceedings against a person for failure to take all reasonable steps to comply with, or to secure compliance with, the preceding provisions of this Division relating to the form and content of the accounts of a registered business trust by reason of an omission from the accounts, it is a defence for the person to prove that the omission was not intentional and that the information omitted was immaterial and did not affect the giving of a true and fair view of the matters required by section 76 to be dealt with in the accounts.
(3) If an offence under this section is committed with intent to defraud any creditor of the registered business trust or any creditor of any other person or for a fraudulent purpose, the offender shall be liable on conviction to a fine not exceeding $250,000 or to imprisonment for a term not exceeding 7 years or to both.
(4) A person is not to be sentenced to imprisonment for any offence under this section unless, in the opinion of the court dealing with the case, the offence was committed wilfully.
Auditors
Open ↗81.—(1) A person that is not an accounting entity must not —(a)
knowingly consent to be appointed as an auditor for a registered business trust; or
(b)
knowingly act as an auditor for a registered business trust.
(2) Without limiting subsection (1)(b), a person acts as an auditor for a registered business trust if the person prepares any report required by this Act to be prepared by an auditor of the registered business trust.
(3) A trustee-manager of a registered business trust must not appoint an accounting entity as an auditor of a registered business trust without obtaining the accounting entity’s prior consent.
(4) For the purposes of subsection (3), the consent —(a)
of a public accountant must be in writing signed by the public accountant;
(b)
of an accounting firm, or an accounting limited liability partnership, must be in writing signed by at least one partner of the firm or limited liability partnership; and
(c)
of an accounting corporation must be in writing signed by at least one director of the corporation.
(5) Where an accounting firm is appointed as the auditor of a registered business trust in the name of the firm, such appointment takes effect and operates as if the partners of the firm at the time of the appointment, who are public accountants at that time, are appointed as auditors of the registered business trust.
(6) Where an accounting limited liability partnership is appointed as the auditor of a registered business trust in the name of the limited liability partnership, such appointment takes effect and operates as if —(a)
the partners of the limited liability partnership who are practising as public accountants in the limited liability partnership (whether partners at the time the limited liability partnership was appointed as auditor or later); and
(b)
the employees of the limited liability partnership who are practising as public accountants in the limited liability partnership (whether employed at the time the limited liability partnership was appointed as auditor or later),
are appointed as auditors of the registered business trust.
(7) Where an accounting corporation is appointed as the auditor of a registered business trust in the name of the corporation, such appointment takes effect and operates as if —(a)
the directors of the corporation who are practising as public accountants in the corporation (whether directors at the time the accounting corporation was appointed as auditor or later); and
(b)
the employees of the corporation who are practising as public accountants in the corporation (whether employed at the time the accounting corporation was appointed as auditor or later),
are appointed as auditors of the registered business trust.
[Act 30 of 2022 wef 12/03/2024]
Appointment of auditor
Open ↗82.—(1) The trustee‑manager of a registered business trust must, within 3 months after registration of the registered business trust by the Authority under section 4, appoint an accounting entity or accounting entities nominated by the audit committee of the registered business trust to be the auditor or auditors of the registered business trust, and any auditor or auditors so appointed must, subject to this section, hold office until the conclusion of the first annual general meeting of the unitholders of the registered business trust.[Act 30 of 2022 wef 12/03/2024]
(2) The unitholders of a registered business trust must, at each annual general meeting of the unitholders of the registered business trust, by a resolution passed by unitholders holding in the aggregate a majority of the voting rights of all the unitholders of the registered business trust who, being entitled to do so, vote in person or, where proxies are allowed, by proxy, appoint an accounting entity or accounting entities nominated by the audit committee of the registered business trust to be the auditor or auditors of the registered business trust, and any auditor or auditors so appointed must, subject to this section, hold office until the conclusion of the next annual general meeting of the unitholders of the registered business trust.[Act 30 of 2022 wef 12/03/2024]
(3) Subject to subsections (7) and (8), the trustee‑manager of a registered business trust may appoint an accounting entity nominated by the audit committee of the registered business trust to fill any casual vacancy in the office of auditor of the registered business trust, but while such a vacancy continues, the surviving or continuing auditor or auditors (if any) may act as such auditor or auditors.[Act 30 of 2022 wef 12/03/2024]
(4) An auditor of a registered business trust may be removed from office by a resolution passed by unitholders holding in the aggregate a majority of the voting rights of all the unitholders of the registered business trust who, being entitled to do so, vote in person or, where proxies are allowed, by proxy, at a general meeting of which special notice has been given, but not otherwise.
(5) Where special notice of a resolution to remove an auditor is received by the trustee‑manager on behalf of a registered business trust —(a)
the trustee‑manager must immediately send a copy of the notice to the auditor concerned and to the Authority; and
(b)
the auditor may, within 7 days after the receipt by the auditor of the copy of the notice, make representations in writing to the trustee‑manager (not exceeding a reasonable length) and request that, prior to the meeting at which the resolution is to be considered, a copy of the representations be sent by the trustee‑manager to every unitholder of the registered business trust to whom notice of the meeting is sent.[Act 30 of 2022 wef 12/03/2024]
(6) Unless the Authority, on the application of the trustee‑manager of a registered business trust, orders otherwise, the trustee‑manager must send a copy of the representations mentioned in subsection (5)(b) as so requested and the auditor may, without affecting the auditor’s right to be heard orally, require that the representations be read out at the meeting.
(7) Where an auditor of a registered business trust is removed from office under subsection (4) at a general meeting of the unitholders of the registered business trust —(a)
the unitholders of the registered business trust may, at the meeting and by a resolution passed by unitholders holding in aggregate at least three-fourths of the voting rights of all the unitholders of the registered business trust who, being entitled to do so, vote in person or, where proxies are allowed, by proxy, immediately appoint another accounting entity nominated by the audit committee of the registered business trust as auditor; or[Act 30 of 2022 wef 12/03/2024]
(b)
the meeting may be adjourned to a date not earlier than 20 days and not later than 30 days after the meeting and the unitholders of the registered business trust may, by resolution passed by unitholders holding in the aggregate a majority of the voting rights of all the unitholders of the registered business trust who, being entitled to do so, vote in person or, where proxies are allowed, by proxy, appoint another accounting entity nominated by the audit committee of the registered business trust as auditor.[Act 30 of 2022 wef 12/03/2024]
(8) A trustee-manager of a registered business trust must, immediately after the auditor’s removal from office under subsection (4), give notice in writing of the removal to the Authority and, if the unitholders of the registered business trust do not appoint another auditor under subsection (7), the Authority may appoint an auditor.[Act 30 of 2022 wef 12/03/2024]
(9) An auditor appointed under subsection (7) or (8) must, subject to this section, hold office until the conclusion of the next annual general meeting of the unitholders of the registered business trust.
(10) If the trustee‑manager of a registered business trust does not appoint an auditor or auditors as required by this section, the Authority may, on the application in writing of any unitholder of the registered business trust, make the appointment.
(11) The trustee‑manager of a registered business trust must, at least 14 days before the annual general meeting of the unitholders of the registered business trust or the adjourned meeting under subsection (7)(b), give notice of the nomination made by the audit committee of the registered business trust to —(a)
the accounting entity so nominated;[Act 30 of 2022 wef 12/03/2024]
(b)
each auditor (if any) of the registered business trust; and
(c)
each person entitled to receive notice of general meetings of the unitholders of the registered business trust.
(12) An auditor of a registered business trust may resign —(a)
if the auditor is not the sole auditor of the registered business trust; or
(b)
at a general meeting of the unitholders of the registered business trust,
but not otherwise.
(13) If an auditor of a registered business trust gives written notice to the trustee‑manager of the registered business trust that the auditor desires to resign, the trustee‑manager must, as soon as is practicable, call a general meeting of the unitholders of the registered business trust for the purpose of appointing an auditor in place of the auditor who desires to resign and on the appointment of another auditor, the resignation of the firstmentioned auditor takes effect.
(14) The fees and expenses of an auditor of a registered business trust —(a)
in the case of an auditor appointed by the unitholders of the registered business trust at a general meeting, are to be fixed by the unitholders in general meeting or, if so authorised by the unitholders of the registered business trust at the last preceding annual general meeting, by the trustee‑manager of the registered business trust; and
(b)
in the case of an auditor appointed by the trustee‑manager of the registered business trust or by the Authority, may be fixed by the trustee‑manager of the registered business trust or by the Authority (as the case may be) and, if not so fixed, are to be fixed as provided in paragraph (a) as if the auditor had been appointed by the unitholders of the registered business trust.
(15) Any person who contravenes subsection (1), (5), (6), (8), (11), (12) or (13) shall be guilty of an offence.
Auditors’ remuneration
Open ↗83.—(1) If the trustee‑manager of a registered business trust is served with a notice sent by or on behalf of —(a)
at least 5% of the total number of unitholders of the registered business trust; or
(b)
the unitholders holding in aggregate at least 5% of the total voting rights of all the unitholders of the registered business trust,
requiring particulars of all emoluments paid to or receivable by the auditor of the registered business trust or any person who is a partner or an employer or an employee of the auditor, by or from the trustee‑manager in respect of services other than auditing services rendered in relation to the registered business trust, the trustee‑manager must immediately —
(c)
prepare or cause to be prepared a statement showing particulars of all emoluments paid to the auditor or other person and of the services in respect of which the payments have been made for the financial year immediately preceding the service of the notice;
(d)
forward a copy of the statement to all the unitholders entitled to receive notice of general meetings of the unitholders of the registered business trust; and
(e)
lay the statement before the unitholders in general meeting.
(2) Without affecting subsection (1), the trustee‑manager of a registered business trust must, under prescribed circumstances, undertake a review of the fees, expenses and emoluments of the auditor of the registered business trust to determine whether the independence of the auditor has been compromised, and the outcome of the review must be sent to all persons entitled to receive notice of general meetings of the unitholders of the registered business trust.
(3) Any trustee‑manager of a registered business trust which contravenes subsection (1) or (2) shall be guilty of an offence.
Powers and duties of auditors as to reports on accounts
Open ↗84.—(1) An auditor of a registered business trust must report to the unitholders of the registered business trust on the accounts required to be laid before the unitholders in general meeting and on the accounting and other records of the registered business trust relating to those accounts.
(2) A report by an auditor of a registered business trust under subsection (1) must be provided by the auditor to the trustee‑manager of the registered business trust in sufficient time to enable the trustee‑manager to comply with the requirements of section 78(1) in relation to that report, but no offence is committed by an auditor under this subsection if the trustee‑manager has not submitted the accounts for audit as required under this Part in sufficient time, having regard to the complexity of the accounts, for the auditor to make the auditor’s report.
(3) An auditor of a registered business trust must, in a report under this section, state —(a)
whether the accounts, in the auditor’s opinion —(i)
give a true and fair view of the matters required by section 76 to be dealt with in the accounts; and
(ii)
are in accordance with this Act so as —(A)
in the case of a balance sheet — to give a true and fair view of the state of affairs of the registered business trust;
(B)
in the case of a profit and loss account — to give a true and fair view of the profit or loss of the registered business trust; and
(C)
in the case of a cash flow statement — to give a true and fair view of the cash flow of the business of the registered business trust;
(b)
whether the accounting and other records required by this Act to be kept by the trustee‑manager of the registered business trust have been, in the auditor’s opinion, properly kept in accordance with this Act;
(c)
any defect or irregularity in the accounts and any matter not set out in the accounts without regard to which a true and fair view of the matters dealt with by the accounts would not be obtained; and
(d)
if the auditor is not satisfied as to any matter referred to in paragraph (a) or (b), the auditor’s reasons for not being so satisfied.
(4) It is the duty of an auditor of a registered business trust to form an opinion as to —(a)
whether the auditor has obtained all the information and explanations that the auditor required; and
(b)
whether proper accounting and other records have been kept by the trustee‑manager of the registered business trust as required by section 75 of this Act,
and the auditor must state in the auditor’s report particulars of any deficiency, failure or short‑coming in respect of any matter referred to in this subsection.
(5) An auditor of a registered business trust —(a)
has right of access at all times to the accounting and other records, including registers, of the registered business trust; and
(b)
is entitled to require from any officer of the trustee‑manager of the registered business trust and any auditor of a related corporation of the trustee‑manager such information and explanations as the auditor may desire for the purposes of audit.
(6) The auditor’s report must —(a)
be attached to or endorsed on the accounts;
(b)
if any unitholder of the registered business trust so requires, be read before the unitholders of the registered business trust in general meeting; and
(c)
be open to inspection by any unitholder of the registered business trust at any reasonable time.
(7) An auditor of a registered business trust or the auditor’s agent authorised by the auditor in writing for the purpose is entitled —(a)
to attend any general meeting of the unitholders of the registered business trust;
(b)
to receive all notices of, and other communications relating to, any general meeting which a unitholder of the registered business trust is entitled to receive; and
(c)
to be heard at any general meeting which the auditor attends on any part of the business of the meeting which concerns the auditor in the auditor’s capacity as auditor of the registered business trust.
(8) If an auditor of a registered business trust, in the course of the performance of the auditor’s duties as auditor of the registered business trust, is satisfied that —(a)
there has been a breach or non-observance of any of the provisions of this Act; and
(b)
the circumstances are such that in the auditor’s opinion the matter has not been or will not be adequately dealt with by comment in the auditor’s report on the accounts or by bringing the matter to the notice of the board of directors of the trustee‑manager of the registered business trust,
the auditor must immediately report the matter in writing to the Authority.
(9) Despite subsection (8), if an auditor of a registered business trust, in the course of the performance of the auditor’s duties as auditor, has reason to believe that a serious offence involving fraud or dishonesty is being or has been committed in relation to the registered business trust by officers or employees of the trustee‑manager of the registered business trust, the auditor must immediately report the matter to the Minister.
(10) No duty to which an auditor of a registered business trust may be subject is to be regarded as having been contravened by reason of the auditor reporting the matter mentioned in subsection (9) in good faith to the Minister.
(11) In subsection (9), “a serious offence involving fraud or dishonesty” means an offence —(a)
that is punishable by imprisonment for a term that is not less than 2 years; and
(b)
in respect of which the value of the property obtained or likely to be obtained from the commission of the offence is not less than $20,000.
(12) Any officer of the trustee‑manager of a registered business trust who refuses or fails to allow an auditor of the registered business trust access, in accordance with this section, to any accounting and other records, including registers, of the registered business trust in the officer’s custody or control or to give any information or explanation as and when required under this section, or otherwise hinders, obstructs or delays an auditor in the performance of the auditor’s duties or the exercise of the auditor’s powers, shall be guilty of an offence.
Auditors and other persons to enjoy qualified privilege in certain circumstances
Open ↗85.—(1) An auditor of a registered business trust shall not, in the absence of malice on the auditor’s part, be liable to any action for defamation at the suit of any person in respect of any statement which the auditor makes in the course of the auditor’s duties as auditor, whether the statement is made orally or in writing.
(2) A person shall not, in the absence of malice on the person’s part and in the course of the person’s duties, be liable to any action for defamation at the suit of any other person in respect of the publication of any document prepared by an auditor of a registered business trust and required by this Act to be lodged with the Authority.
(3) This section does not limit or affect any other right, privilege or immunity that an auditor or any other person has as defendant in an action for defamation.
Provisions indemnifying auditors
Open ↗85A.—(1) Any provision, whether in the trust deed of the registered business trust or in any contract with the trustee-manager of a registered business trust or otherwise, for exempting any auditor of the registered business trust from, or indemnifying the auditor against, any liability which by law would otherwise attach to the auditor in respect of any negligence, default, breach of duty or breach of trust of which the auditor may be guilty in relation to the registered business trust is void.
(2) This section does not prevent a trustee-manager of a registered business trust from indemnifying an auditor against any liability incurred or that will be incurred by the auditor —(a)
in defending any proceedings (whether civil or criminal) in which judgment is given in the auditor’s favour or in which the auditor is acquitted; or
(b)
in connection with any application under section 105 or any other provision of this Act, in which relief is granted to the auditor by the court.[Act 30 of 2022 wef 12/03/2024]
Certification by chief executive officer and board of directors of trustee‑manager
Open ↗86.—(1) Subject to subsections (4) and (5), the trustee‑manager of a registered business trust must —(a)
cause the written statements required by subsections (2) and (3) to be made out in accordance with those subsections; and
(b)
ensure that the written statements mentioned in paragraph (a) are annexed to the profit and loss account of the registered business trust required under section 76(1).
(2) Subject to subsection (4), the board of directors of the trustee‑manager of a registered business trust must make a written statement, in accordance with a resolution of the board of directors of the trustee‑manager and signed by at least 2 directors on behalf of the board of directors, certifying that —(a)
fees or charges paid or payable out of the trust property of the registered business trust to the trustee‑manager are in accordance with the trust deed of the registered business trust;
(b)
interested person transactions are not detrimental to the interests of all the unitholders of the registered business trust as a whole based on the circumstances at the time of the transaction; and
(c)
the board of directors of the trustee‑manager is not aware of any violation of duties of the trustee‑manager which would have a materially adverse effect on the business of the registered business trust or on the interests of all the unitholders of the registered business trust as a whole.
(3) Subject to subsection (5), the chief executive officer of the trustee‑manager of a registered business trust must, in his or her personal capacity, make a written statement certifying that he or she is not aware of any violation of duties of the trustee‑manager which would have a materially adverse effect on the business of the registered business trust or on the interests of all the unitholders of the registered business trust as a whole.
(4) Where the board of directors of the trustee‑manager of a registered business trust is unable to provide a written statement in accordance with subsection (2), for the reason that —(a)
the board of directors is of the opinion that the assertions referred to in subsection (2) are not true; or
(b)
there is a divergence of views among the directors of the trustee‑manager as to the accuracy of the assertions referred to in subsection (2),
the trustee‑manager need not annex the written statement required by subsection (2) to the profit and loss account of the registered business trust required under section 76(1), but the board of directors must provide an explanation, including the important factors for the inability to provide such a written statement, and the explanation must be annexed by the trustee‑manager to the profit and loss account of the registered business trust required under section 76(1).
(5) Where the chief executive officer of the trustee‑manager of a registered business trust is unable to provide a written statement in accordance with subsection (3) for the reason that he or she is of the opinion that the assertion referred to in subsection (3) is not true, the trustee‑manager need not annex the written statement required by subsection (3) to the profit and loss account of the registered business trust required under section 76(1), but the chief executive officer of the trustee‑manager must provide an explanation, including the important factors for his or her inability to provide such a written statement, and the explanation must be annexed by the trustee‑manager to the profit and loss account of the registered business trust required under section 76(1).
(6) Any person who contravenes subsection (1), (2), (3), (4) or (5) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000.
(7) If the board of directors of the trustee‑manager of a registered business trust makes a written statement mentioned in subsection (2) without any reasonable basis for arriving at the conclusions as set forth in the statement, any director of the trustee‑manager who permits or authorises the statement to be made shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000 or to imprisonment for a term not exceeding 2 years or to both.
(8) If the chief executive officer of the trustee‑manager of a registered business trust makes a written statement mentioned in subsection (3) without any reasonable basis for arriving at the conclusions as set forth in the statement, the chief executive officer shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000 or to imprisonment for a term not exceeding 2 years or to both.
(9) For the purposes of this section, a person or group of persons is deemed to have an interest in shares or units (as the case may be) if that person or group of persons is deemed to have an interest in the shares or units (as the case may be) under section 4 of the Securities and Futures Act 2001.
(10) In this section —“associate” —(a)
in relation to an individual who is a director, chief executive officer or controlling shareholder of the trustee‑manager of a registered business trust or a controlling unitholder of a registered business trust, means —(i)
his or her immediate family;
(ii)
a trustee, when acting in the trustee’s capacity as such trustee, of any trust of which the individual or his or her immediate family is a beneficiary or, in the case of a discretionary trust, is a discretionary object; or
(iii)
any corporation in which the individual and his or her immediate family together (whether directly or indirectly) have an interest in shares entitling the beneficial owners thereof the right to cast, whether by proxy or in person, at least 30% of the total votes able to be cast at a general meeting of the corporation; and
(b)
in relation to a corporation which is a controlling shareholder of the trustee‑manager of a registered business trust or a controlling unitholder of a registered business trust, means any corporation which is its related corporation or associated company;
“associated company”, in relation to a corporation, means —(a)
any corporation in which the corporation or its subsidiary has, or the corporation and its subsidiary together have, an interest in shares entitling the beneficial owners thereof the right to cast, whether by proxy or in person, at least 20% but not more than 50% of the total votes able to be cast at a general meeting of the corporation; or
(b)
any corporation, other than a subsidiary of the corporation or a corporation which is an associated company by virtue of paragraph (a), the policies of which the corporation or its subsidiary, or the corporation together with its subsidiary, is able to control or influence materially;
“chief executive officer”, in relation to the trustee‑manager of a registered business trust, means any individual, by whatever name described, who is —(a)
in the direct employment of, acting for or by arrangement with, the trustee‑manager of a registered business trust; and
(b)
principally responsible for the management and conduct of the trustee‑manager;
“control”, in relation to a corporation, means the capacity to determine the outcome of decisions on the financial and operating policies of the corporation, having regard to the following considerations:(a)
the practical influence which can be exerted (rather than the rights which can be enforced); and
(b)
any practice or pattern of behaviour affecting the financial and operating policies of the corporation (even if it involves a breach of an agreement or a breach of trust),
but excludes any capacity to influence decisions on the financial and operating policies of a corporation where such influence is required to be exercised for the benefit of other persons pursuant to an obligation imposed under any written law, rule of law, contract or order of court;
“controlling shareholder”, in relation to a corporation, means —(a)
a person who has an interest in the voting shares of a corporation and who exercises control over the corporation; or
(b)
a person who has an interest in shares entitling the beneficial owners thereof the right to cast, whether by proxy or in person, 30% or more of the total votes able to be cast at a general meeting of the corporation, unless the person does not exercise control over the corporation;
“controlling unitholder”, in relation to a registered business trust, means a person who has an interest or interests in units representing 30% or more of the total voting rights of all the unitholders of the registered business trust;
“immediate family”, in relation to an individual, means the individual’s spouse, son, adopted son, stepson, daughter, adopted daughter, stepdaughter, father, stepfather, mother, stepmother, brother, stepbrother, sister or stepsister;
“interested person”, in relation to a registered business trust, means —(a)
the trustee‑manager of the registered business trust;
(b)
a related corporation of the trustee‑manager of the registered business trust;
(c)
an associated company of the trustee‑manager of the registered business trust;
(d)
a director, chief executive officer or controlling shareholder of the trustee‑manager of the registered business trust;
(e)
an associate of a director, chief executive officer or controlling shareholder of the trustee‑manager of the registered business trust;
(f)
a controlling unitholder of the registered business trust; or
(g)
an associate of a controlling unitholder of the registered business trust;
“interested person transaction” means a transaction between the trustee‑manager of a registered business trust on behalf of the registered business trust and an interested person of the registered business trust.
Disclosure of policies and practices
Open ↗87.—(1) The trustee‑manager of a registered business trust must attach to the profit and loss account of the registered business trust required under section 76(1) a statement of its policies and practices in relation to its management and governance of the registered business trust containing such information and description as may be prescribed by the Authority.
(2) Any trustee‑manager of a registered business trust which contravenes subsection (1) shall be guilty of an offence.
Source: Singapore Statutes Online (Attorney-General's Chambers), © Government of Singapore.
