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ANNUAL REPORT 2014
All Stapled Securities Holders are allowed to vote in person or by proxy. As the authentication of a Stapled Securities
Holder’s identity information and other related integrity issues still remain a concern, the H-REIT Manager and HBT
Trustee-Manager have decided, for the time being, not to implement voting in absentia by mail or electronic means.
Separate resolutions on each substantial issue are put to vote at the general meetings. Detailed information on
each item in the agenda of the general meetings is in the explanatory notes to the Notice of the general meetings.
The H-REIT Manager and HBT Trustee-Manager also maintain minutes of the general meetings, which includes the
key comments and queries raised by Stapled Securities Holders and the responses from the H-REIT Manager Board,
HBT Trustee-Manager Board, Management and/or the external auditors.
In support of greater transparency and to allow for a more efficient voting system, the H-REIT Manager and the HBT
Trustee-Manager have introduced electronic poll voting instead of voting by show of hands at the 2014 AGMs. Similarly,
the Chairman will be exercising his rights under the Trust Deeds constituting H-REIT and HBT for all resolutions proposed
at the 2015 AGMs and at any adjournment thereof to be put to vote by way of poll. With electronic poll voting, Stapled
Securities Holders present in person or represented by proxy at the meeting are entitled to vote on a “one-stapled
security, one-vote” basis. The voting results of all votes cast in respect of each resolution will also be instantaneously
displayed at the meeting and announced via SGXNET after the 2015 AGMs.
Corporate Values and Conduct of Business
The H-REIT Manager Board, HBT Trustee-Manager Board and Management are committed to conducting business
with integrity and consistent with the highest standards of business ethics, and in compliance with all applicable laws
and regulatory requirements. The Managers have adopted an internal code of business and ethical conduct which
sets out the business principles and practices with respect to matters which may have ethical implications. The code
provides a communicable and understandable framework for employees of the Managers to observe principles such
as honesty, integrity, responsibility and accountability at all levels of the organisation and in the conduct of business
in their relationships with suppliers and amongst employees, including situations where there are potential conflicts
of interests.
Internal Code on Dealings in Securities
The H-REIT Manager and the HBT Trustee-Manager have in place an internal code on securities trading which sets
out the implications of insider trading and provides guidance and internal regulation with regard to dealings in the
stapled securities of H-TRUST by the Directors and officers of both the Managers. These guidelines prohibit dealing
in the stapled securities of CDLHT (a) on short-term considerations, (b) while in possession of unpublished material
price-sensitive information in relation to such stapled securities, and (c) during the “closed period”, which is defined as
two weeks before the date of announcement of results for each of the first, second and third quarter of H-REIT’s and
HBT’s financial year and one month before the date of announcement of the full-year financial results, and ending on
the date of the announcement of the relevant results. The Directors and employees of the H-REIT Manager are notified
of the commencement of each “closed period” relating to dealing in the stapled securities of CDL Hospitality Trusts.
STATEMENT OF POLICIES AND PRACTICES OF HBT
HBT was dormant until 31 December 2013, when it was activated to act as master lessee of Jumeirah Dhevanafushi
under a lease agreement entered into between an indirect wholly-owned subsidiary of HBT (as lessee) with an indirect
wholly-owned subsidiary of H-REIT (as lessor). Apart from the corporate governance practices disclosed above, the HBT
Trustee-Manager has prepared a statement of policies and practices in relation to the management and governance of
HBT (as described in section 87(1) of the Business Trusts Act, Chapter 31A of Singapore) in respect of FY 2014, which is
appended as a separate section in this Annual Report.
CORPORATE GOVERNANCE
