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annual report 2012
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Lead Independent Director
The H-REIT Manager Board has in the spirit of good corporate governance, appointed Ms Jenny Lim Yin
Nee as Lead Independent Director (“Lead ID”) in November 2012 to serve as an intermediary between the
independent NEDs and the Chairman. The role of the Lead ID is set out under the written terms of reference
of the Lead ID, which has been approved by the Board. Under the chairmanship of the Lead ID, a meeting of
the independent NEDs was convened in January 2013 without the presence of Management or the Chairman.
Principle 4: Board Membership
The composition of the H-REIT Manager Board is reviewed annually to ensure that it has the appropriate mix of
expertise and experience and to further ensure that at least a majority of the H-REIT Manager Board comprises
independent Directors.
Criteria and Process for Nomination and Selection of New Directors of the H-REIT Manager
In reviewing and recommending the appointment of new Directors, the H-REIT Manager Board takes into
consideration the current Board size and its mix, and considers (a) the candidate’s independence, in the case
of the appointment of an independent NED; (b) the composition requirements for the Board and Committees
(if the candidate is proposed to be appointed to any of the Committees); (c) the candidate’s age, track record,
experience and capabilities and such other relevant factors as may be determined by the H-REIT Manager
Board which would contribute to the H-REIT Manager Board’s collective skills; and (d) any competing time
commitments if the candidate has multiple board representations.
Key Information on Directors
Please refer to the “Board of Directors” section in the Annual Report for key information on the H-REIT
Manager Directors. Currently, no alternate Directors have been appointed in respect of any of the H-REIT
Manager Directors.
Principle 5: Board Performance
The H-REIT Manager Board has in place a formal process to assess the efectiveness of the Board through
feedback from individual Directors on areas relating to the Board’s competencies and efectiveness.
Principle 6: Access to Information
Complete, Adequate and Timely Information and Access to Management
Prior to each meeting, the respective members of the H-REIT Manager Board and Committees are provided
with the meeting agenda and the relevant papers submitted by the Management, containing complete,
adequate and timely information to enable full deliberation on the issues to be considered at the respective
meetings. The Management, the H-REIT Manager’s auditors and professional advisers, who can provide
additional insight into the matters for discussion, are also invited from time to time to attend such meetings.
The H-REIT Manager Directors have separate and independent access to Management.
Draft agendas for the H-REIT Manager Board and Committees are circulated to the Chairman of the H-REIT
Manager Board and the chairmen of the H-REIT Manager Committees in advance, for them to review and
suggest items for the agenda. The H-REIT Manager Board and Committees are also furnished routine reports
where applicable, from the Management. Each of the chairmen of Committees provides an annual report of
the respective Committees’ activities during the year under review to the Board. The minutes of meetings of
the Committees are circulated to all Board members.
Corporate Governance