81
ANNUAL REPORT 2014
STATEMENT OF POLICIES AND PRACTICES OF HBT
• In respect of matters in which a HBT Trustee-Manager Director or his associates (as defined in the Listing Manual)
has an interest, direct or indirect, such interested director will abstain from voting. In such matters, the quorum
must comprise a majority of the Directors and must exclude such interested director;
• Where matters concerning HBT relate to transactions to be entered into by the HBT Trustee-Manager for and on
behalf of HBT with an interested person of the HBT Trustee-Manager (which would include relevant associates
thereof), the Audit Committee is required to consider the terms of such transactions (except transactions under
agreements which are deemed to have been specifically approved by HBT Unitholders upon purchase of HBT
Units) to satisfy itself that such transactions are conducted on normal commercial terms and are not prejudicial to
the interests of HBT and the HBT Unitholders and are in compliance with all applicable requirements of the Listing
Manual and the BTA relating to the transaction in question. If the Trustee-Manager is to sign any contract with an
interested person of the HBT Trustee-Manager or HBT (except transactions under agreements which are deemed
to have been specifically approved by HBT Unitholders upon purchase of HBT Units), the HBT Trustee-Manager
will review the contract to ensure that it complies with the provisions of the Listing Manual and the BTA relating
to interested person transactions (as may be amended from time to time) as well as any other guidelines as may
from time to time be prescribed to apply to business trusts.
Present and Ongoing Interested Person Transactions
(i)
Exempted Agreements
The fees and charges payable by HBT to the HBT Trustee-Manager under the HBT Trust Deed are interested
person transactions which are deemed to have been specifically approved by the HBT Unitholders upon their
purchase of the HBT Units, to the extent that there is no subsequent change to the rates and/or bases of the fees
charged thereunder which will adversely affect HBT.
(ii) Future Interested Person Transactions
Depending on the materiality of the transaction, HBT may make a public announcement of such transaction or
obtain prior approval of the HBT Unitholders for such a transaction. If necessary, the HBT Trustee-Manager Board
may make a written statement in accordance with the resolution of the HBT Trustee-Manager Board and signed
by at least two HBT Trustee-Manager Directors on behalf of the HBT Trustee-Manager Board certifying that, inter
alia, such interested person transaction is not detrimental to the interests of the HBT Unitholders as a whole,
based on the circumstances at that time of the transaction.
The HBT Trustee-Manager may, in future, seek an annual general mandate from the HBT Unitholders for recurrent
transactions of revenue or trading nature or those necessary for the day-to-day operations with interested persons,
and all transactions would then be conducted under such a general mandate for that relevant financial year.
In seeking such an annual general mandate, the HBT Trustee-Manager may appoint an independent financial
adviser to render an opinion as to whether the methods or procedures for determining the transaction prices
contemplated under the annual general mandate are sufficient, in an effort to ensure that such transactions
will be carried out on normal commercial terms and will not be prejudicial to the interests of HBT and the
HBT Unitholders.
The HBT Trustee-Manager has in place an internal control system as well as policies and procedures to ensure
that all future interested person transactions will be undertaken on an arm’s length basis, on normal commercial
terms and will not be prejudicial to the interests of HBT and the minority HBT Unitholders and in accordance with
all applicable requirements of the BTA, the Listing Manual and all applicable guidelines as may from time to time
be prescribed to apply to business trusts relating to the transaction in question.
