62
CDL
HOSPITALITY TRUSTS
CORPORATE GOVERNANCE
Independent Judgement
All the Directors of the Managers are required to exercise objective decision-making in the
interests of H-REIT and HBT. The H-REIT Manager Directors and the HBT Trustee-Manager
Directors who are in any way, directly or indirectly, interested in a transaction or proposed
transaction will declare the nature of their interests in accordance with the provisions of the
Companies Act, Chapter 50, and also voluntarily abstain from deliberation on the same.
Delegation by the H-REIT Manager Board and the HBT Trustee-Manager Board
The primary functions of the H-REIT Manager Board and the HBT Trustee-Manager Board are
either carried out directly by the H-REIT Manager Board and the HBT Trustee-Manager Board or
through committees established by the H-REIT Manager Board and the HBT Trustee-Manager
Board, namely, the Audit Committee (“AC”) and the Risk Management Committee (“RMC”),
all collectively referred to hereafter as the “Committees”.
Clear written terms of reference for each of the Committees set out the authority and duties
of the Committees. All terms of reference for the Committees are approved by the H-REIT
Manager Board and the HBT Trustee-Manager Board respectively and reviewed periodically to
ensure their continued relevance. The composition of each Committee can be found under the
corporate directory section in this Annual Report 2014 (“Annual Report”).
The delegation of authority by the H-REIT Manager Board and the HBT Trustee-Manager Board
to the respective Committees enables the H-REITManager Board and the HBT Trustee-Manager
Board to achieve operational efficiency by empowering these Committees to decide on matters
within their respective written terms of reference and/or limits of delegated authority and yet
without abdicating their respective responsibility. Please refer to the section on Principle 11 and
Principle 12 in this report for further information on the activities of the AC and RMC.
Board Processes of the H-REIT Manager and the HBT Trustee-Manager
Board, AC and RMC meetings of the Managers are held regularly. For the H-REIT Manager,
six Board Meetings, four AC Meetings and two RMC Meetings were held in 2014. A meeting
of the Independent Directors (“IDs”) of the H-REIT Manager, chaired by the lead independent
Director (“Lead ID”) was also held in 2014 without the presence of Management and Chairman.
For the HBT Trustee-Manager, four Board Meetings, four AC Meetings and one RMC Meeting
were held in 2014. Pursuant to the increased activity in HBT, a meeting of the IDs of the HBT
Trustee-Manager, chaired by the Lead ID was held in 2015 for the IDs to discuss matters without
the presence of Management.
The proposed meetings for the Board and Committees of the Managers for each new calendar
year are set out in a schedule of meetings and notified to all Board members of H-REIT Manager
and HBT Trustee-Manager before the start of each calendar year with a view to facilitate
attendance by Board Members. Additional meetings are convened as and when circumstances
warrant. Records of all such meetings including discussions on key deliberations and decisions
taken are maintained by the Company Secretary. Both the Managers allow for meetings of their
Board and Committees to be held via teleconferencing. The H-REIT Manager Board and the
HBT Trustee-Manager Board as well as their Committees may also make decisions by way of
circulating resolutions.
The attendance of the H-REIT Manager Directors and the HBT Trustee-Manager Directors at
meetings of the Board and Committees of the H-REIT Manager and HBT Trustee-Manager, as
well as the frequency of such meetings during 2014, are disclosed below. Notwithstanding such
disclosure, the H-REIT Manager Board and the HBT Trustee-Manager Board are also of the
view that the contribution of each Director should not be focused only on his/her attendance at
meetings of the Board and/or the Committees.
