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CDL Hospitality TrustS
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Board Processes of the H-REIT Manager
Board and Committee meetings of the H-REIT Manager are held regularly, no less than four times a year. The
proposed meetings for the Board and all Committees of the H-REIT Manager for each new calendar year are
set out in a schedule of meetings and notifed to all the H-REIT Manager Board members before the start of
each calendar year with a view to facilitate attendance by Board Members. Additional meetings are convened
as and when circumstances warrant. Records of all such meetings including discussions on key deliberations
and decisions taken are maintained by the Company Secretary. The H-REIT Manager’s Articles of Association
allow for the meetings of its Board and the Committees to be held via teleconferencing. The H-REIT Manager
Board and Committees may also make decisions by way of circulating resolutions.
The attendance of the H-REIT Manager Directors at meetings of the Board and Committees of the H-REIT
Manager, as well as the frequency of such meetings during 2012, is disclosed below. Notwithstanding such
disclosure, the H-REIT Manager Board is also of the view that the contribution of each Director should not be
focused only on his attendance at meetings of the Board and/or the Committees. A Director’s contribution may
also extend beyond the confnes of the formal environment of such meetings, through the sharing of views,
advice, experience and strategic networking relationships which would further the interests of H-REIT.
Directors’ Attendance at Board and Committee Meetings in 2012
Risk Management
Board Audit Committee Committee
No. of Meetings Held in 2012 5 4 1
Name of Directors Number of Meetings Attended in 2012
Wong Hong Ren 4 N. A. N. A.
Vincent Yeo Wee Eng 5 N. A. 1
Jenny Lim Yin Nee 4 4 1
Jimmy Chan Chun Ming 5 4 N. A.
Richard Anthony Johnson 5 4 1
Daniel Marie Ghislain Desbaillets 4 N.A. N.A.
H-REIT Manager Board Approval
The H-REIT Manager Board has also adopted an internal guide wherein key matters are specifcally reserved
for approval by the H-REIT Manager Board, such as decisions on material acquisition and disposal of assets or
undertakings of H-REIT, setting of strategic decisions or policies or fnancial objectives which are, or may be
signifcant, in terms of future proftability or performance of H-REIT and decisions to commence, discontinue or
modify signifcantly any business activity or to enter or withdraw from a particular market sector, corporate or
fnancial restructuring, decisions over new borrowings or signifcant amendments to the terms and conditions
of existing borrowings other than in the ordinary course of business, adoption of corporate governance policies
and any other matters which require the H-REIT Manager Board approval as prescribed under the relevant
legislations and regulations as well as the provisions of the H-REIT Trust Deed.
H-REIT Manager Board Orientation and Training
Every newly appointed Director of the H-REIT Manager receives a formal letter, setting out his general duties and
obligations as a Director pursuant to the relevant legislations and regulations. The new Director will also receive
an induction pack containing information and documents relating to the role and responsibilities of a director, the
principal businesses of H-REIT and its subsidaries (collectively the “H-REIT Group”), the H-REIT Manager Board
processes, the H-REIT Manager’s corporate governance practices and relevant policies and procedures, as well as
a board meeting calendar for the year with a brief of the routine agenda for each meeting.
The H-REIT Manager also conducts an induction programme for newly appointed Directors and in respect of
appointments of existing Directors to Committees, which seeks to familiarise Directors with CDL Hospitality
Trusts’ business, the H-REIT Manager’s board processes, internal controls and governance practices. The induction
programme includes briefngs by the chairmen of the relevant Committees towhich the Director is newly appointed
to on the roles and responsibilities of the Committees, by the Management on key areas of the H-REIT’s operations
and by the Company Secretary on board processes and corporate governance practices.
Corporate Governance