GLP is committed to strengthening and adopting necessary procedures to manage conflicts of interest within the business aimed at enhancing the protection of GLP Pte. Ltd. and its stakeholders.
The amended Related Party Transaction (“RPT”) governance policy regulates RPTs across the Group. RPTs at GLP Pte. Ltd. and/or its subsidiaries (“GLP Pte. Group”) will be managed by a Related Party Transaction Committee (“RPTC”) that will report to the independent chairman of the Audit Committee.
The RPTC is responsible for reviewing and approving applicable financial transactions or arrangements, or series of similar financial transactions or arrangements, including indebtedness, loans and guarantees of indebtedness, in each case over US$50,000,000 in value involving the GLP Pte. Group and in which GLP Holdings L.P. and/or GLP Bidco and/or their respective subsidiaries (excluding any member of the GLP Pte. Group) (the “Parent Group”) have a direct or indirect material interest (and in each excluding for the avoidance of doubt distributions, dividends, returns of capital or equivalent by the GLP Pte. Group and other matters arising in the ordinary course of business) (each a “GLP Pte Group RPT”).
In determining whether to approve a GLP Pte. Group RPT, the RPTC shall take the following considerations into account, along with any other factors that it deems appropriate:
- the best interests of the GLP Pte. Group and its stakeholders;
- the potential benefits to the GLP Pte. Group, including to the credit quality of the GLP Pte. Group;
- the impact of the GLP Pte. Group RPT on the ability of the GLP Pte. Group to continue to comply in all respects with the terms of its financings, including its financial covenants, and on other relevant credit metrics used by rating agencies to assess GLP Pte. Ltd.’s credit worthiness;
- whether the terms of the GLP Pte. Group RPT are arm’s length and no less favorable to the GLP Pte. Group than terms that could have been reached with an unrelated third party; and
- any other information regarding the GLP Pte. Group RPT or any party to it that would be material to the consideration of the RPTC or to creditors of GLP Pte. Ltd. in light of the circumstances of the particular transaction.
The RPTC will only approve a GLP Pte. Group RPT if it determines in good faith that, under all of the circumstances, the GLP Pte. Group RPT is in the best interests of the GLP Pte. Group.