CDL Hospitality Trusts - Annual Report 2014 - page 69

67
ANNUAL REPORT 2014
Lead Independent Director
Ms Jenny Lim, the Lead ID of the H-REIT Manager and HBT Trustee-Manager, serves as an
intermediary between the independent NEDs and the Chairman. The role of each of the H-REIT
Manager Board’s Lead ID and the HBT Trustee Manager Board’s Lead ID is set out under
the written terms of reference of the Lead ID which have been approved by the Board of the
H-REIT Manager and the Board of the HBT Trustee-Manager. Under the chairmanship of the
Lead ID, a meeting of the independent NEDs of the H-REIT Manager was convened in January
2014 (without the presence of Management or the Chairman) and separate meetings of the
independent NEDs of both the H-REIT Manager and HBT Trustee-Manager were also convened
in January 2015.
Principle 4: Board Membership
The composition of both the H-REIT Manager and HBT Trustee-Manager Boards are reviewed
annually to ensure that they have the appropriate mix of expertise and experience and to further
ensure that at least a majority of each of the Boards comprises independent Directors.
Criteria and Process for Nomination and Selection of New Directors and Re-Election of
Directors of the H-REIT Manager and HBT Trustee-Manager
The Boards of the Managers have formalised guidelines for Board and Board Committee
appointments and re-elections/re-appointments which include taking into consideration
(a) the current Board and Board Committee size, composition mix and core competencies,
(b) the candidate’s/Director’s independence, in the case of an independent NED; (c) the
composition requirements for the Board and Committees (if the candidate/Director is proposed
to be appointed to any of the Committees); (d) the candidate’s/Director’s age, gender, track
record, experience and capabilities and such other relevant factors as may be determined by the
H-REIT Manager Board and HBT Trustee-Manager Board which would provide an appropriate
balance and contribute to the collective skills of the respective Boards; and (e) any competing
time commitments if the candidate/Director has multiple board representations and/or other
principal commitments.
H-REIT Manager and HBT Trustee-Manager Directors’ Time Commitments
It is recommended under the 2012 Code that the Boards of the H-REIT Manager and HBT
Trustee-Manager consider providing guidance on the maximum number of listed company
board representations which each Director of the H-REIT Manager and HBT Trustee-Manager
may hold in order to address competing time commitments faced by directors serving on
multiple boards.
However, after dueconsideration, theBoards areof theviewthat theassessment of each individual
Director should not be restricted to the number of their respective board representations but
should include contributions by the Directors at Board and Committee Meetings. The Boards
do not wish to omit from consideration suitable individuals who, despite the demands on their
time, have the capacity to participate and contribute as members of the Boards.
Key Information on Directors
Please refer to the “Board of Directors” section in the Annual Report for key information on
the H-REIT Manager Directors and the HBT Trustee-Manager Directors. Currently, no alternate
Directors have been appointed in respect of any of the H-REIT Manager Directors and the HBT
Trustee-Manager Directors.
CORPORATE GOVERNANCE
Guideline 4.6
Please describe the board
nomination process
for the Company in the
last financial year for (i)
selecting and appointing
new directors and (ii)
re-electing incumbent
directors.
Please refer to the
paragraph under the
heading “Criteria and
Process for Nomination
and Selection of New
Directors and Re-Election
of Directors of the
H-REIT Manager and HBT
Trustee-Manager”.
Guideline 4.4
(a) What is the maximum
number of listed company
board representations
that the Company
has prescribed for its
directors? What are the
reasons for this number?
There is no maximum
number prescribed.
Guideline 4.4
(b) If a maximum number
has not been determined,
what are the reasons?
Please refer to the
explanation under
the heading “H-REIT
Manager and HBT
Trustee-Manager
Directors’ Time
Commitments”.
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