+ CG-S03 —
The vehicle's constitutional terms are the legal basis for investors to exercise their rights. To control and monitor adherence to the terms the manager should implement appropriate processes and systems and fully disclose the vehicle's compliance to all involved parties. The role of the non-executive officers (the terms non-executive officers, independent directors and investor representatives are used interchangeably in the corporate governance guidelines and in this summary) is to oversee the manager in this respect. The constitutional terms need to be unambiguous to enable all parties to accept and adhere to these.
Vehicle decision-making: When investing in a vehicle, investors provide a real estate investment mandate to a manager who consequently has the fiduciary obligation to execute on such mandate in a professional way within the parameters of that mandate. Investors should however retain control over the fundamental parameters underlying the investment mandate, such as changes to investment and financing strategy or remuneration of the manager. The threshold of investors required to make material changes should be defined. Approval thresholds need to be feasible, too low hurdles as well as unrealistically high hurdles should therefore be avoided (blocking votes).
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