82
CDL
HOSPITALITY TRUSTS
STATEMENT OF POLICIES AND PRACTICES OF HBT
Management identifies interested person transactions in relation to HBT. The HBT Trustee-Manager maintains
a register to record all interested person transactions which are entered into by HBT. The HBT Trustee-Manager
incorporates into its plan a review of all interested person transactions entered into by HBT during the financial
year. The Audit Committee reviews at least quarterly in each financial year the interested person transactions
entered into during such quarterly period to ascertain that the guidelines and procedures established to monitor
interested person transactions have been complied with. The review includes the examination of the nature of
the transaction and its supporting documents or such other data that the Audit Committee deems necessary.
If a member of the Audit Committee has an interest in a transaction, he or she will abstain from participating in
the review and approval process in relation to that transaction.
In addition, all such interested person transactions conducted and any contract entered into by the HBT Trustee-
Manager on behalf of HBT with an interested person of the HBT Trustee-Manager or HBT, shall comply with
and be in accordance with all applicable requirements of the Listing Manual and the BTA as well as such other
guidelines as may from time to time be prescribed to apply to business trusts.
In particular, when HBT acquires assets from the Sponsor or parties related to the Sponsor in future, the
HBT Trustee-Manager will obtain valuations from independent parties. In any event, interested person transactions
entered into by HBT, depending on the materiality of such transactions, may be publicly announced or, as the
case may be, approved by HBT Unitholders, and will, in addition, be:
• reviewed and recommended by the Audit Committee of the HBT Trustee-Manager, which comprises only
independent directors; and
• decided by the HBT Trustee-Manager Board, of which more than half of the directors are independent directors.
Fees and expenses charged to HBT are appropriate and in accordance with the HBT Trust Deed
The HBT Trustee-Manager is entitled under the HBT Trust Deed to a management fee of 10.0% of HBT’s profit before
interest and tax in the relevant financial year (calculated before accounting for this management fee in that financial
year). For the purpose of calculating the management fee, if HBT holds only a partial interest in an investment from
which such profit is derived, such profit shall be pro-rated in proportion to the partial interest held.
The management fee is payable to the HBT Trustee-Manager in the form of cash and/or Stapled Securities or (as the
case may be) HBT Units as the HBT Trustee-Manager may elect, and in such proportion and for such period as may be
determined by the HBT Trustee-Manager.
Under the HBT Trust Deed, if the value of the HBT deposited property is at least S$50.0 million, a maximum of 0.1%
per annum of the value of the HBT deposited property (if any), subject to a minimum fee of S$10,000 per month,
excluding out-of-pocket expenses and goods and services tax, is payable to the HBT Trustee-Manager as trustee fee.
For the purpose of calculating the management fee, if HBT holds only a partial interest in any of HBT deposited
property, such HBT deposited property shall be pro-rated in proportion to the partial interest held.
The trustee fee is payable in arrears on a monthly basis in the form of cash.
