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annual report 2011
In addition, employees of the H-REIT Manager who are engaged in investment management, asset management,
fnancing, marketing and investor relations functions have also obtained their CMS representative licences.
As HBT was dormant during the year ended 31 December 2011, the HBT Trustee-Manager was similarly dormant for
the year under review. Accordingly, no compensation was paid to the Directors of the HBT Trustee-Manager and no
executive offcers were employed by the HBT Trustee-Manager during the year under review.
The H-REIT Manager is committed to maintaining good corporate governance and has adopted a set of internal
guidelines on corporate governance (“Internal CG Guidelines”) based on the provisions of the Code of Corporate
Governance 2005 (“CG Code”).
The following describes the H-REIT Manager’s corporate governance policies and practices in its application of the
principles and guidelines as set out in the CG Code.
BOARD MATTERS
Principle 1: The Board’s conduct of affairs
Primary Functions of the H-REIT Manager Board
The H-REIT Manager Board is responsible for the overall corporate governance of the H-REIT Manager, including
establishing goals for management and monitoring the achievement of these goals. The H-REIT Manager is also
responsible for the strategic business direction and risk management of H-REIT. All H-REIT Manager Board members
participate in matters relating to corporate governance, business operations and risks, fnancial performance and the
nomination and review of performance of Directors.
The H-REIT Manager Board has established a framework for the management of the H-REIT Manager and H-REIT,
including a system of internal controls and a business risk management process. The H-REIT Manager Board meets
quarterly or more often if necessary and reviews the fnancial performance of H-REIT against a previously approved
budget. The H-REIT Manager Board also reviews the business risks of H-REIT, examines liability management and acts
upon any comments from both the internal and external auditors of H-REIT. In assessing business risks, the H-REIT
Manager Board will consider the economic environment and risks relevant to the property industry. It will review
management reports and feasibility studies on individual projects prior to approving major transactions.
Independent Judgment
All the Directors of the H-REIT Manager are required to exercise objective decision-making in the interests of H-REIT.
The H-REIT Manager Directors who are in any way, directly or indirectly, interested in a transaction or proposed
transaction will declare the nature of their interests in accordance with the provisions of the Companies Act, Chapter
50, and also voluntarily abstain from deliberation on the same.
Delegation by the H-REIT Manager Board
The primary functions of the H-REIT Manager Board are either carried out directly by the H-REIT Manager Board or
through committees established by the H-REIT Manager Board, namely, the Audit Committee (“AC”) and the Risk
Management Committee (“RMC”), all collectively referred to hereafter as the “ Committees”. Specifc terms of reference
for each of the Committees are set out and approved by the H-REIT Manager Board and reviewed periodically.
The composition of each Committee can be found under the corporate directory section in this Annual Report 2011.
The delegation of authority by the H-REIT Manager Board to the Committees enables the H-REIT Manager Board to
achieve operational effciency by empowering these Committees to decide on matters within their respective written
terms of reference and/or limits of delegated authority and yet allow the H-REIT Manager Board to maintain control
over major policies and decisions.