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annual report 2012
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The Directors are provided with regular updates and/or briefngs from time to time by professional advisers,
auditors, Management and the Company Secretaries in areas such as directors’ duties and responsibilities,
corporate governance practices, risk management issues and changes in fnancial reporting standards and
tax laws and practices. The Directors are regularly kept informed by the Company Secretary of the availability
of appropriate courses, conferences and seminars such as those conducted by the Singapore Institute of
Directors, and the Directors are encouraged to attend such training at the H-REIT Manager’s expense. Two
in-house seminars were conducted by invited speakers in 2012, one on key changes introduced by the 2012
Code and highlights on the Risk Governance Guidance for Listed Boards released in May 2012, and the other,
on the changing tax landscape and developments in fnancial reporting standards. In addition to the training
courses/programs, Directors are also at liberty to approach Management should they require any further
information or clarifcation concerning the H-REIT Manager’s operations.
Corporate Values and Conduct of Business
The H-REIT Manager Board and Management are committed to conducting business with integrity and
consistent with the highest standards of business ethics, and in compliance with all applicable laws and
regulatory requirements. The H-REIT Manager has an internal code of business and ethical conduct
crystallising the H-REIT Manager’s business principles and practices with respect to matters which may have
ethical implications. The code provides a communicable and understandable framework for employees of
the H-REIT Manager to observe the H-REIT Manager’s principles such as honesty, integrity, responsibility and
accountability at all levels of the organisation and in the conduct of the H-REIT Manager’s business in their
relationships with suppliers and amongst employees of the H-REIT Manager, including situations where there
are potential conficts of interests.
Internal Code on Dealings in Securities
The H-REIT Manager has adopted an internal code on securities trading which sets out the implications of
insider trading and provides guidance and internal regulation with regard to dealings in the stapled securities
of CDL Hospitality Trusts by the Directors and ofcers of the H-REIT Manager and the Directors of HBT Trustee-
Manager. These guidelines prohibit dealing in the stapled securities of CDL Hospitality Trusts on short-term
considerations and while in possession of unpublished material price-sensitive information in relation to such
securities and during the “closed period”, which is defned as two weeks before the date of announcement
of results for the frst, second and third quarter of H-REIT’s and HBT’s fnancial year and one month before
the date of announcement of the full-year fnancial results, and ending on the date of the announcement
of the relevant results. The Directors and employees of the H-REIT Manager are notifed in advance of the
commencement of each “closed period” relating to dealing in the stapled securities of CDL Hospitality Trusts.
Principle 2: Board Composition and Guidance
Board Independence
The H-REIT Manager Board currently consists of six members. All members of the Board except for the Chief
Executive Ofcer, are non-executive Directors (“NED”). Of the fve NEDs, four of them, being more than half
of the Board, are independent (1) directors, thus providing for a strong and independent element on the Board
capable of exercising objective judgement on corporate afairs of the H-REIT Group. No individual or small
group of individuals dominates the Board’s decision-making. In addition to the annual review by the Board of the
Directors’ independence, each independent NED also submits an annual declaration regarding his independence.
The independent NEDs are Ms Jenny Lim Yin Nee, Mr Jimmy Chan Chun Ming, Mr Richard Anthony Johnson
and Mr Daniel Desbaillets.
All of the independent NEDs are also independent from the substantial shareholders of the H-REIT Manager
and the substantial stapled security holders of CDL Hospitality Trusts, not being substantial shareholders
themselves nor directly associated with any substantial shareholder.
Corporate Governance
(1) The independence of the Directors in this context refers to their independence frommanagement and business relationships with the H-REIT Manager.