68
CDL
HOSPITALITY TRUSTS
Board Development
The Directors are provided with updates and/or briefings to assist them to properly discharge
their duties. The briefings are conducted either internally with invited speakers, or externally,
at the Company’s expense. A separate programme is established for new Directors, details of
which together with details of the internal briefing and updates provided to the Directors in
2014 are set out in the paragraph above under the subject heading “H-REIT Manager and HBT
Trustee-Manager Board Orientation and Training”.
The members of the Board are kept apprised twice yearly on a list of training programmes
attended by the Directors during the year.
Principle 5: Board Performance
The H-REIT Manager Board and HBT Trustee-Manager Board have in place formal processes
to assess the effectiveness of each Board as a whole, the various Board Committees and the
contribution by each Director to the effectiveness of the Board and the Board Committees, where
applicable. No external facilitator has been used. The performance of each Board was assessed
through feedback from individual Directors on areas relating to the Board’s competencies and
effectiveness for the financial year ended 31 December 2014.
Principle 6: Access to Information
Complete, Adequate and Timely Information and Access to Management
Prior to each meeting, members of the H-REIT Manager Board and HBT Trustee-Manager Board
and their Committees are provided with the meeting agenda and the relevant papers submitted
by the Management, containing complete, adequate and timely information to enable full
deliberation on the issues to be considered at the respective meetings. The Management,
the auditors and professional advisers, who can provide additional insight into the matters for
discussion, are also invited from time to time to attend such meetings. The Directors of the
Managers have separate and independent access to Management.
Draft agendas for the Board and Committee meetings are circulated to the Chairman of each
Board and the chairmen of the various Committees, in advance, for them to review and suggest
items for the agenda. The members of the Board and various Committees are also furnished
routine reports, where applicable, from the Management. Each of the chairmen of the AC and
RMC from the H-REIT Manager and the HBT Trustee-Manager provides an annual report of the
respective Committees’ activities during the year under review to the Board. The minutes of
meetings of the Committees are circulated to all Board members.
Company Secretary
The Company Secretary, whose appointment and removal is subject to the approval of the
H-REIT Manager Board and the HBT Trustee-Manager Board, attends the Board and Committee
meetings and ensure that all Board procedures are followed. The Company Secretary, together
with Management of the H-REIT Manager and the HBT Trustee-Manager, also ensures that
the H-REIT Manager, H-REIT, the HBT Trustee-Manager and HBT comply with all applicable
statutory and regulatory rules. Together with the Management, the Company Secretary also
assists the Board Chairman, the Board and Committees of the H-REIT Manager and the HBT
Trustee-Manager on corporate governance matters and assist to implement and strengthen
corporate governance practices and processes, including facilitating orientation for newly
appointed Directors of the Managers and appointments to the various Committees, and
continuing training and development for the Directors.
On an on-going basis, the Directors of the H-REIT Manager and the HBT Trustee-Manager have
separate and independent access to the Company Secretary, whose duties and responsibilities
are clearly defined.
CORPORATE GOVERNANCE
Guideline 4.4
(c) What are the specific
considerations in
considering the capacity
of 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 5.1
(a) What was the process
upon which the Board
reached the conclusion
on its performance for the
financial year?
Please refer to the
paragraph under
the heading “Board
Performance”.
Guideline 5.1
(b) Has the Board met its
performance objectives?
The Boards have
reviewed their
performance. Please
refer to the paragraph
under the heading
“Board Performance”.
Guideline 6.1
What types of information
does the Company
provide to independent
directors to enable them
to understand its business,
the business and financial
environment as well as
the risks faced by the
Company? How frequently
is the information
provided?
Please refer to the
section under the
heading “Complete,
Adequate and Timely
Information and Access
to Management”,
the section under the
heading “Accountability
of the Board and
Management of the
H-REIT Manager and the
HBT Trustee-Manager”.
