64
CDL
HOSPITALITY TRUSTS
CORPORATE GOVERNANCE
H-REIT Manager and HBT Trustee-Manager Board Orientation and Training
Every newly appointed Director of the Managers receives a formal letter, setting out his general
duties and obligations as a Director pursuant to the relevant legislations and regulations. The
new Director also receives an induction pack containing information and documents relating to
the role and responsibilities of a director, the principal businesses of H-REIT or HBT and their
respective subsidiaries, the H-REIT Manager and the HBT Trustee-Manager Board processes
and corporate governance practices, relevant policies and procedures, as well as a board
meeting calendar for the year with a brief of the routine agenda for each meeting.
The Managers also conduct an induction programme for newly appointed Directors and for
existing Directors pursuant to their appointments to any of the Committees, which seeks
to familiarise Directors with CDLHT’s business, the Managers’ board processes, internal
controls and governance practices. The induction programme includes meetings with various
key executives of the Management to allow the new Directors to be acquainted with the
Management team and to facilitate their independent access in future to the Management team.
The programme also includes briefings by the Management team on key areas of the Managers’
operations and by each Chairman of the relevant Committees to which the Director is newly
appointed to on the roles and responsibilities of the Committees. Mr Ronald Issen, who was
appointed in April 2014, was briefed by the Chief Executive Officer and Chief Financial Officer
with regard to the business and operations of H-REIT, HBT, the H-REIT Manager and the HBT
Trustee-Manager, including an overview of the organisational structure. The Company Secretary
also took him through the documents contained in the induction pack.
For a first time Director who has no prior experience as a director of a listed company, in addition
to the induction as detailed above, he or she is encouraged to also attend the Listed Company
Director (“LCD”) Programme conducted by the Singapore Institute of Directors (“SID”) in order
to acquire relevant knowledge of what is expected of a listed company director. Completion
of the LCD Programme, which focuses on comprehensive training of company directors on
compliance, regulatory and corporate governance matters, should provide the first time
Director with a broad understanding of the roles and responsibilities of a director of a listed
company under the requirements of the Companies Act, Chapter 50, the Listing Manual of
SGX-ST and the 2012 Code. The Company Secretary co-ordinates with such Director to
endeavour completion of the LCD Programme within one year from his or her date of
appointment subject to SID’s training schedule and the Director’s availability.
The Directors are provided with regular updates and/or briefings from time to time by
professional advisers, auditors, Management and the Company Secretary in areas such as
directors’ duties and responsibilities, corporate governance practices, relevant legislations
and regulations, risk management issues, changes in financial reporting standards and tax laws
and practices. The Directors are also regularly kept informed by the Company Secretary of the
availability of appropriate courses, conferences and seminars such as those conducted by SID
and the Directors are encouraged to attend such training at the Managers’ expense.
In 2014, the Directors attended three in-house courses entitled (i) Directors’ Continual Training
covering Taxation, (ii) Future-Proofing Business with Tomorrow’s Bottom Line and Integrated
Reporting: Creating Value over the Short, Medium and Long Term, and (iii) Accounting and
Regulatory Updates including key highlights on the Guidebook for Audit Committees in
Singapore (2nd Edition). These courses were conducted by invited speakers. The AC members
also received updates on changes to accounting standards and issues which have an impact
on financial statements from the External Auditors at AC meetings. In addition to the training
courses/programmes, Directors are also at liberty to approach Management should they require
any further information or clarification concerning the Managers’ operations.
Guideline 1.6
(a) Are new directors given
formal training? If not,
please explain why.
Yes, please refer to
the section under
the heading “H-REIT
Manager and HBT
Trustee-Manager
Board Orientation
and Training”.
Guideline 2.1
Does the Company comply
with the guideline on the
proportion of independent
directors on the Board?
If not, please state the
reasons for the deviation
and the remedial action
taken by the Company.
Yes. Please refer to the
paragraph with under
the heading “Board
Independence”.
Guideline 1.6
(b) What are the types of
information and training
provided to (i) new
directors and (ii) existing
directors to keep them
up-to-date?
The type of information
and training provided
are set out in the section
under the heading
“H-REIT Manager and
HBT Trustee-Manager
Board Orientation and
Training”.
Guideline 2.3
(a) Is there any director
who is deemed to be
independent by the Board,
notwithstanding the
existence of a relationship
as stated in the Code that
would otherwise deem him
not to be independent?
If so, please identify the
director and specify the
nature of such relationship.
None.
Guideline 2.3
(b) What are the Board’s
reasons for considering
him independent?
Please provide a
detailed explanation.
Not applicable.
