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CDL Hospitality TrustS
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H-REIT Manager Board Composition
The composition of the H-REIT Manager Board is determined using the following principles:
• The Chairman of the H-REIT Manager Board should be a non-executive Director of the H-REIT Manager;
• The H-REIT Manager Board should comprise Directors with a broad range of commercial experience
including expertise in funds management and the hospitality and real estate industries; and
• While H-REIT Units remain stapled to HBT Units, in order to avoid any confict between H-REIT and
HBT, each of the Directors of the H-REIT Manager Board will also be a Director of the HBT Trustee-
Manager Board, and vice versa . Accordingly, in order for the HBT Trustee-Manager Board to comply
with the requirement under Regulation 12 of the Business Trust Regulations 2005 for at least a majority
of the Directors of the board of the trustee-manager of a business trust to comprise Directors who are
independent from management and business relationships with the trustee-manager, at least a majority
of the Directors of both the H-REIT Manager Board and the HBT Trustee-Manager Board will comprise
such independent Directors.
Taking into account the scope and nature of the operations of the H-REIT Group, the H-REIT Manager Board
is satisfed that the current composition and size of the Board provide for sufcient diversity and allows for
efective decision-making.
Independent NEDs’ Participation
Independent NEDs of the H-REIT Manager are encouraged to participate actively in Board meetings in
the development of H-REIT’s strategic direction and plans, in the review and monitoring of Management’s
performance through periodic reports from the Management, and have unrestricted access to the Management.
They also sit on various Committees established by the Board to provide constructive input and the necessary
review and monitoring of performance of H-REIT and the Management.
Principle 3: Chairman and Chief Executive Ofcer
The roles of the Chairman and Chief Executive Ofcer are separate. The Chairman, Mr Wong Hong Ren, is a
non-executive Director while the Chief Executive Ofcer, Mr Vincent Yeo, is an executive Director. This ensures
an appropriate balance of power, increased accountability and greater capacity of the H-REIT Manager Board
for independent decision-making.
The Chairman bears primary responsibility for the workings of the H-REIT Manager Board, by ensuring
efectiveness on all aspects of its role including setting agenda for the H-REIT Manager Board meetings with
input from Management, ensuring that sufcient time is allocated for discussion of agenda items at Board
meetings, promoting an open environment within the Board room for constructive debate, encouraging
the independent NEDs to speak freely, and exercising control over the quality, quantity and timeliness of
information fow between the H-REIT Manager Board and Management. At annual general meetings and other
general meetings of the Security Holders, he plays a pivotal role in fostering constructive dialogue between
Security Holders, the H-REIT Manager Board and Management.
The Chief Executive Ofcer of the H-REIT Manager is responsible for working with the H-REIT Manager Board
to determine the overall business, investment and operational strategies for H-REIT. The Chief Executive Ofcer
will also work with the other members of the H-REIT Manager’s management team and the master lessees
to ensure that the business, investment and operational strategies of H-REIT are carried out as planned. In
addition, the Chief Executive Ofcer is responsible for the overall management and planning of the strategic
direction of H-REIT, including overseeing the acquisition of hospitality and hospitality-related assets and the
asset and property management strategies for H-REIT.
Corporate Governance