Bhiraj REIT Management Co., Ltd. (“The Company”) has been regulating BOFFICE in accordance with the Trust Deed, as well as related laws and notifications. The Company has provided the Operation Manual and internal control system to define the duties and scope of the Company’s operations in each division, with a board of directors consisting of five directors, two of which are an Independent Director. The Company, however, does not establish a board of subcommittees yet.

BHIRAJ REIT Management Co., Ltd. holds the Board of Directors’ Meeting every quarter, which requires at least half of the total number of directors to constitute a quorum. The resolution required the approval shall be final based on the majority votes of the directors attending the meeting. Directors with interest shall not participate in the decision-making process regarding that particular issue.

Every director is given the opportunity to freely express an opinion during the meeting before voting. A summary of the resolution of each agenda will be provided. There will be a written record of the meeting, as well as the report on the approved agenda which will be kept as evidence. In addition, the meeting of the Board of Directors may use electronic conferencing methods, that proceed in accordance with the law of electronic meeting.

  • Board of Directors

    The Board of Directors shall consist of at least 3 directors, with at least one-third of the Board being independent directors. The Board of Directors shall be qualified and have no prohibited characteristics as specified by law.

  • Management at the level of managing director

    The Board of Directors will appoint the Management at the level of managing director by considering and selecting qualified, knowledgeable, and skillful persons without prohibited characteristics as specified by laws.

The REIT Manager places great emphasis on preventing Insider Trading. The Policy is adopted for directors, executives and employees to comply with the laws, notifications, rules, orders, and related regulations, with measures and methods as follows:

  • Disclosure of interests of directors, executives, and employees

    The Company requires a REPORT on the interests of directors, executives, and employees from the start of their position, and conducts regular reviews. Moreover, the Company requires to disclose details on related transactions in the note to financial statement, annual report, prospectus, annual registration statement, or other channels etc.

    The Company also provides a channel to be informed the change of trust unit ownership to Compliance Department once the Board of Directors has reported via Securities and Exchange Commission’s system according to the rules and procedures prescribed in the relevant notifications.

  • Protection and prevention of Insider Trading

    The Company has established guidelines to prevent the misuse of information a segregated system of work and human resources, as well as limits the access to insider information, only allowing employees to gain access to need-to-know basic information and limits the access to insider information to prevent the leakage of the information and reconsider the limits the access to insider information. Office rooms are separated and require the employees who may be aware of the insider information to keep the information confidential, not to be disclosed to other people, or use the insider information for the benefit of themselves and others.

    In addition, if an employee is found to violate the regulation in any case, which causes damage or loss of reputation to the Company or BOFFICE, the employee will be subject to severe disciplinary action or employment termination without compensation. Moreover, the company may consider carrying out both civil and criminal prosecution against the offender (if any).

The REIT Manager is monitoring and supervising the benefits from the property invested by BOFFICE as follows:

  • The REIT Manager and the Trustee will monitor the performance of BOFFICE each year, by comparing with the annual budget and the performance of BOFFICE in the previous year, in order to make the operation of the property invested by BOFFICE profitable.
  • The REIT Manager and the Property Manager will work together to grow the business and develop good relationship with various clients, while managing to keep the rental rate and rental fee and/or service fee at the level that brings the maximum benefits to BOFFICE. The REIT Manager and the Property Manager will jointly control and manage marketing costs and risks related to the management of the property invested by BOFFICE.
  • The REIT Manager will cooperate with the Property Manager to increase the efficiency of the BOFFICE’s property management, as well as to control and manage the operating expenses, without having any impact on the service quality.
  • BOFFICE and REIT Manager have a policy to procure benefits from the property invested by BOFFICE, by leasing the area of such property to tenants, as well as providing necessary services and services related to the rental. The Property Manager shall be responsible for providing people interested in renting areas of the BOFFICE’s assets by allowing them to visit the site of the project and negotiate with persons interested in rental areas.
  • The REIT Manager will provide a minimal insurance as follows:
    1. Sufficient and appropriate insurance of BOFFICE’s interests as a result of the investment in a property or the acquisition of leasehold rights, to cover the damage that may occur to BOFFICE due to an incident, by stating that the lender is the co-beneficiary in the event that BOFFICE has applied for a loan, or the Trustee as the beneficiaries if no loan is involved (case-by-case), with the approval from the Trustee.
    2. Third party liability insurance for a third-party that may suffer from the damage occurred from the defection of the invested property or structure. In the event that the insurance has already been made by the lessor of the property, or that the tenant of the property has already applied for an insurance, BOFFICE should only apply for the insurance that would prevent BOFFICE to compensate in case of subrogation.
    3. Any insurance of BOFFICE shall be valid throughout the period of the ownership of the Trustee over the property.
  • Transactions made with connected persons will be performed according to the following criteria:
    1. Transactions with parties related to the REIT Manager will be conducted in accordance with the Trust Deed and related laws for the best interest of BOFFICE
    2. Transactions with parties related to the REIT Manager will be priced reasonably and fairly.
    3. Persons having interests with transactions, either directly or indirectly, shall not be involved with the consideration and decision-making of transactions.

To select a third-party property manager to be the Property Manager to manage the property that BOFFICE has invested in, such as taking care of the sale, marketing, and day-to-day management of the property, the REIT Manager must at least proceed with the property manager as follows:

  1. Provides an evaluation of experience, reputation and past performance of being a real estate manager, including the ability to find tenants and users, debt recovery, indoor property maintenance, management of rental space, tenancy service, internal control system to prevent the leakage of income and reimbursement control, etc.
  2. Considers the appropriateness of the remuneration for the Property Manager, which must be determined according to the level of operational capability, in order to motivate the Property Manager to create more income for BOFFICE. For example, the remuneration can be calculated based on the rental fees and/or actual service fees or net profit from property leasing, etc.
  3. Provide a mechanism that allows BOFFICE to change the Property Manager in the event that the Property Manager does not comply with terms and conditions or provides unsatisfactory management results.
  4. Establishes a system to regularly monitor, review and evaluate the Property Manager’s internal control system, to ensure that the system remains effective.
  5. In the event that the REIT Manager finds that the Property Manager has committed / or refrained from an action that causes a loss of credibility according to the employment contract, the REIT Manager must terminate the contract of that Property Manager in order to operate instead of such the Property Manager or select a new property manager. However, in the event that BOFFICE has applied for a loan, by which the loan agreement prohibits the change of property manager, such change must be approved by the lender of BOFFICE.

The REIT Manager has emphasized the importance of information disclosure to unitholders in an accurate, complete and accelerated manner. The information disclosure of BOFFICE shall comply with the rules and guidelines of information disclosure. REIT Manager is responsible for considering information before disclosure to Trust Unitholders, with details as follows

The REIT Manager is required to provide channels for communicating the following topics within 4 months by the end of the fiscal year.

  • Information on important matters of trust management and future trust management guidelines
  • Appointment of auditors and audit costs
  • Financial information and performance of the trust, financial statements that have been audited and expressed an opinion by the auditor.

The above-mentioned topics shall be communicated through two-way communication, whether by meeting unitholders in person or by other source of communication such as distribute BOFFICE’s performance report to unitholders, to enable unitholders to make an inquiry.

In case that unitholders make an inquiry regarding a related issue, a Q&A summary of the issue must be created and published to acknowledge unitholders within fourteen (14) days from the date of completion of two-way communication through the REIT Manager’s website and the information disclosure system of the SET (The Stock Exchange of Thailand)

  • REIT Manager Fee

    Throughout the effective term of the contract, the REIT Manager will receive an annual management fee not more than 0.30% of the cost of BOFFICE’s core assets plus the amount of invested capital in financial instruments, and/or deposited with financial institutions. In the event that the major asset of BOFFICE is disposed, the remuneration will be calculated using the cost of the major asset, subtracted by the amount of capital decreased from the disposition of the major asset. The leasehold right taken into the calculation will only cover the period by which the right is effective. In addition, in the event that the REIT Manager acquires a new asset, the fee charged will not exceed 0.75% of the value of asset acquired by BOFFICE (if the property belongs to the person connected with the REIT Manager) and not exceed 1.00% of the value of asset acquired by BOFFICE (if the property belongs to the person that shares no connection with the REIT Manager). Such fees will be the incentive for the REIT Manager to search for a new major asset for BOFFICE, which will generate income and create a sustainable return on investment for Trust Unitholders.

  • Auditor Fee

    The REIT Manager appointed Company EY Office Company Limited for the accounting period ended on 31 December 2024, with the following details:

    • Audit fee: 1,260,000 Baht
    • Non-audit: fee none
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