60
CDL
HOSPITALITY TRUSTS
CORPORATE GOVERNANCE
M&C REIT Management Limited (the “H-REIT Manager”) was appointed manager of CDL
Hospitality Real Estate Investment Trust (“H-REIT”) in accordance with the terms of the
Trust Deed dated 8 June 2006 (as amended or restated) between the H-REIT Manager and
the H-REIT Trustee, DBS Trustee Limited. M&C Business Trust Management Limited (the “HBT
Trustee-Manager”) was appointed the trustee-manager of CDL Hospitality Business Trust
(“HBT”) in accordance with the terms of the Trust Deed constituting HBT dated 12 June 2006.
The H-REIT Manager and the HBT Trustee-Manager (collectively “the Managers”) executed
a Stapling Deed dated 12 June 2006 (the “Stapling Deed”) to form CDL Hospitality Trusts, a
stapled group comprising H-REIT and HBT and each Stapled Security consists of one H-REIT
Unit and one HBT Unit and is treated as a single instrument.
The H-REIT Manager has general powers of management over the assets of H-REIT. The H-REIT
Manager’s main responsibility is to manage H-REIT’s assets and liabilities for the benefit of
the holders of H-REIT Units. The H-REIT Manager is responsible for formulating the business
plans in relation to H-REIT’s properties and in this regard, it works closely with the master
lessees to implement H-REIT’s strategies. In addition, the H-REIT Manager sets the strategic
direction of H-REIT and gives recommendations to the H-REIT Trustee, DBS Trustee Limited,
on the acquisition, divestment or enhancement of H-REIT’s assets in accordance with its stated
investment strategy.
Other roles and responsibilities of the H-REIT Manager include:
• Managing, enhancing and maintaining Claymore Connect (previously Orchard Hotel
Shopping Arcade) with a view to achieving high occupancy levels at a good yield.
• Using its best endeavours to ensure that the business of H-REIT is carried on and conducted
in a proper and efficient manner and to conduct all transactions with or for H-REIT at arm’s
length and on normal commercial terms.
•
Ensuring that H-REIT complies with the relevant applicable laws and regulations, including
the applicable provisions of the Securities and Futures Act, Chapter 289 of Singapore, the
Listing Rules issued by Singapore Exchange Securities Trading Limited (“Listing Manual
of SGX-ST”), the Code on Collective Investment Schemes (including the Property Funds
Appendix), the conditions set out in the Capital Markets Services (“CMS”) Licence for REIT
Management issued by the Monetary Authority of Singapore (“MAS”), the H-REIT Trust
Deed, the tax rulings issued by the Inland Revenue Authority of Singapore on the taxation
of H-REIT and the holders of the Stapled Securities and all relevant contracts.
The H-REITManager holds a Capital Markets Services (“CMS”) licence issued by MAS to conduct
real estate investment trust management activities as required under the licensing regime for
real estate investment trust managers. In addition, employees of the H-REIT Manager who are
engaged in investment management, asset management, financing, marketing and investor
relations functions are holders of CMS representative licences.
HBT was dormant until 31 December 2013. It was activated by HBT Trustee-Manager to be the
master lessee of Jumeirah Dhevanafushi, a property which was acquired by a wholly-owned
subsidiary of H-REIT and thereafter leased to a wholly-owned subsidiary of HBT. In addition to its
function as a master lessee, HBT may also undertake certain hospitality and hospitality-related
development projects, acquisitions and investments which may not be suitable for H-REIT.
Note:
The questions listed out in
this column are extracted
from the Singapore
Exchange Limited’s
Disclosure Guide on
Compliance with the Code
of Corporate Governance
2012. The response to
each question is set out in
bold after the question.
General
(a) Has the Company
complied with all
the principles and
guidelines of the Code?
If not, please state the
specific deviations
and the alternative
corporate governance
practices adopted by the
Company in lieu of the
recommendations in the
Code.
The differences in
practices are set out
within the report.
