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CDL
HOSPITALITY TRUSTS
STATEMENT OF POLICIES AND PRACTICES OF HBT
Adherence to Business Scope
The HBT Trustee-Manager Board reviews and approves all authorised businesses undertaken by HBT so as to ensure its
adherence to the business scope under the HBT Trust Deed. Such authorised businesses include:
(i)
the investment in, development of, operation of and/or management of real estate and real estate related assets
and all activities, concerns, functions and matters reasonably incidental thereto;
(ii)
acquisition, disposition, ownership, management, operation, finance leasing and leasing of real estate and real
estate related assets and all activities, concerns, functions and matters reasonably incidental thereto; and
(iii) any business, undertaking or activity associated with, incidental and/or ancillary to the carrying on of the businesses
referred to in paragraphs (i) and (ii),
whether directly, indirectly through subsidiaries or in the form of joint ventures together with other parties.
Management provides regular updates to the HBT Trustee-Manager Board and the Audit Committee about potential
projects that it is looking into on behalf of HBT and the HBT Trustee-Manager Board and the Audit Committee ensure
that all such projects are within the permitted business scope under the HBT Trust Deed. Prior to the carrying out of any
significant business transaction, the HBT Trustee-Manager Board, the Audit Committee and/or management will have
careful regard to the provisions of the HBT Trust Deed and when in doubt, will seek advice from professional advisers.
Potential conflicts of interest
The HBT Trustee-Manager is not involved in any other businesses other than managing HBT. All potential conflicts,
if arising, will be identified by the HBT Trustee-Manager Board and management and will be reviewed.
As the HBT Trustee-Manager is an indirect wholly-owned subsidiary of Millennium & Copthorne Hotels plc
(the “Sponsor”), being the sponsor and controlling unitholder of HBT, there may be potential conflicts of interest
between HBT, the HBT Trustee-Manager and the Sponsor.
The HBT Trustee-Manager has instituted, among others, the following procedures to deal with issues of conflicts of interest:
• the HBT Trustee-Manager Board comprises four independent directors who do not have management or business
relationships with the HBT Trustee-Manager and are independent from any substantial shareholder of the HBT
Trustee-Manager. The independent directors form the majority of the HBT Trustee-Manager Board and are
therefore able to examine independently and objectively, any potential conflicts of interests between the interest
of the HBT Trustee-Manager in its own capacity and the interests of all HBT Unitholders;
• All executive officers are directly employed by the HBT Trustee-Manager;
• All resolutions in writing of the directors in relation to matters concerning HBT must be approved by all the
directors;
• In respect of matters in which the Sponsor and/or its subsidiaries have an interest, direct or indirect, any nominees
appointed by the Sponsor and/or its subsidiaries to the HBT Trustee-Manager Board to represent its/their interests
will abstain from voting. In such matters, the quorum must comprise a majority of the independent directors and
must exclude nominee directors of the Sponsor and/ or its subsidiaries;
