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CDL Hospitality TrustS
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Company Secretary
The Company Secretaries, whose appointment and removal are subject to the H-REIT Manager Board’s approval,
attend all Board and Committee meetings and ensure that all Board procedures are followed. The Company
Secretaries, together with Management of the H-REIT Manager, also ensure that the H-REIT Manager and H-REIT
complywithall applicable statutoryand regulatory rules. Togetherwith theManagement, theCompanySecretaries
also assist the H-REIT Manager Board Chairman, the H-REIT Manager Board and Committees on corporate
governance matters and assist to implement and strengthen corporate governance practices and processes,
including facilitating orientation for newly appointed Directors of the H-REIT Manager and appointments to the
H-REIT Manager Committees and continuing training and development for the Directors of the H-REIT Manager.
On an ongoing basis, the Directors of the H-REIT Manager have separate and independent access to the
Company Secretaries, whose duties and responsibilities are clearly defned.
Independent Professional Advice
The Directors, whether as a group or individually, are entitled to take independent professional advice at the
expense of the H-REIT Manager, in furtherance of their duties and in the event that circumstances warrant
the same. The H-REIT Manager has in place internal guidelines allowing for the Directors to seek independent
professional advice.
REMUNERATION MATTERS
Principle 7: Procedures for developing Remuneration Policies
Principle 8: Level and Mix of Remuneration
Principle 9: Disclosure on Remuneration
All Directors and employees of the H-REIT Manager are remunerated by the H-REIT Manager, and not H-REIT.
ACCOUNTABILITY AND AUDIT
Principle 10: Accountability
Accountability of the H-REIT Manager Board and Management
The H-REIT Manager Board provides the Security Holders with quarterly and full year fnancial results of the
H-REIT Group and CDL Hospitality Trusts (the “Stapled Group”, comprising the H-REIT Group and HBT).
Unaudited results of the H-REIT Group and the Stapled Group for the frst, second and third quarter are
released to the Security Holders within 45 days of the end of each quarter whilst unaudited full year results of
the H-REIT Group and the Stapled Group are released within 60 days from the fnancial year end. In presenting
the full year and quarterly results of the H-REIT Group and the Stapled Group, the H-REIT Manager Board
aims to provide the Security Holders with a balanced and understandable assessment of the performance
and fnancial position of the H-REIT Group and the Stapled Group, with a commentary at the date of the
announcement of the results of the signifcant trends and competitive conditions of the industry in which it
operates. For the fnancial year under review, the Chief Executive Ofcer and Chief Financial Ofcer provided
assurance to the AC on the correctness and completeness of the quarterly unaudited fnancial statements of
the H-REIT Group and the Stapled Group and the Board in turn provided a negative assurance confrmation to
the Security Holders in respect of the unaudited fnancial statements for the frst, second and third quarter in
accordance with the regulatory requirements.
The Management is responsible to provide the members of the H-REIT Manager Board with management accounts
which present a balance and understandable assessment of H-REIT’s performance, position and prospects.
Monthly reports covering H-REIT’s fnancial performance are also provided by the Management to the Chief
Executive Ofcer and all Directors.
Apart from the periodic updates provided by the Management, any member of the H-REIT Manager Board may at
any time seek further information from and discuss H-REIT’s operations and performance with the Management.
Corporate Governance