66
CDL
HOSPITALITY TRUSTS
CORPORATE GOVERNANCE
Taking into account the scope and nature of the operations of the H-REIT Group and HBT
Group, the H-REIT Manager Board and the HBT Trustee-Manager Board are satisfied that the
current composition mix and size of the Board provide for sufficient diversity and allow for
effective decision-making.
NEDs’ Participation
NEDs of the H-REIT Manager and the HBT Trustee-Manager are encouraged to participate
actively in Board meetings in the development of H-REIT’s and HBT’s strategic direction and
plans, in the review and monitoring of Management’s performance through periodic reports
from theManagement, and have unrestricted access to theManagement. They also sit on various
Committees established by the Boards of the H-REIT Manager and the HBT Trustee-Manager to
provide constructive input and the necessary review and monitoring of performance of H-REIT,
HBT and the Management. The H-REIT Manager held a meeting of the independent NEDs
chaired by the Lead ID in January 2014 (without the presence of Management and Chairman).
In addition, the independent NEDs of the H-REIT Manager and the HBT Trustee-Manager
respectively held a meeting of the independent NEDs in January 2015.
Principle 3: Chairman and Chief Executive Officer of the H-REIT Manager Board
and HBT Trustee-Manager Board
The roles of the Chairman and Chief Executive Officer are separate. The Chairman, Mr Wong
Hong Ren, is a non-executive Director while the Chief Executive Officer, Mr Vincent Yeo, is
an executive Director. This ensures an appropriate balance of power, increased accountability
and greater capacity of the H-REIT Manager Board and the HBT Trustee-Manager Board for
independent decision-making. The Chairman is not related to the Chief Executive Officer.
The Chairman bears primary responsibility for the workings of the H-REIT Manager Board and
the HBT Trustee-Manager Board, by ensuring effectiveness on all aspects of its role including
setting agenda for the H-REIT Manager Board meetings and the HBT Trustee-Manager Board
meetings with input from Management, ensuring that sufficient time is allocated for discussion
of agenda items at Board meetings, promoting an open environment within the Board room
for constructive debate, encouraging the NEDs to speak freely and contribute effectively, and
exercising control over the quality, quantity and timeliness of information flow between the
H-REIT Manager/HBT Trustee-Manager Board and Management. At annual general meetings
and other general meetings of the holders of stapled securities of CDLHT (the “Stapled Securities
Holders”), he plays a pivotal role in fostering constructive dialogue between Stapled Securities
Holders, the Boards of the H-REIT Manager and the HBT Trustee-Manager and Management.
The Chief Executive Officer of the H-REIT Manager and the HBT Trustee-Manager is responsible
for working with the H-REIT Manager Board and the HBT Trustee-Manager Board to determine
the overall business, investment and operational strategies for H-REIT and HBT. The Chief
Executive Officer also works with the other members of the Managers’ management team and
the master lessees to ensure that the business, investment and operational strategies of H-REIT
and HBT are carried out as planned.
In addition, the Chief Executive Officer is responsible for the overall management and planning
of the strategic direction of the Stapled Group, including overseeing the acquisition of
hospitality and hospitality-related assets and the asset and property management strategies for
H-REIT and the newly-activated HBT.
Guideline 2.6
(c) What steps has the
Board taken to achieve
the balance and diversity
necessary to maximise its
effectiveness?
Please refer to the
second paragraph
of the section under
the heading “H-REIT
Manager/ HBT Trustee-
Manager Board
Composition and Size”.
