REPORTS
M&C REIT Management Limited (the "
H-REIT Manager
") was
appointed manager of CDL Hospitality Real Estate Investment
Trust ("
H-REIT
") in accordance with the terms of the Trust Deed
dated 8 June 2006 (as amended or restated) between the H-REIT
Manager and the H-REIT Trustee, DBS Trustee Limited. M&C
Business Trust Management Limited (the "
HBT Trustee-Manager
")
was appointed the trustee-manager of CDL Hospitality Business
Trust ("
HBT
") in accordance with the terms of the Trust Deed
constituting HBT dated 12 June 2006. The H-REIT Manager and
the HBT Trustee-Manager (collectively "
the Managers
") executed
a Stapling Deed dated 12 June 2006 (the "
Stapling Deed
") to form
CDL Hospitality Trusts ("
CDLHT
"), a stapled group comprising
H-REIT and HBT, and each Stapled Security consists of one H-REIT
Unit and one HBT Unit and is treated as a single instrument.
The H-REIT Manager has general powers of management over
the assets of H-REIT. The H-REIT Manager’s main responsibility
is to manage H-REIT’s assets and liabilities for the benefit of the
holders of H-REIT Units. The H-REIT Manager is responsible for
formulating the business plans in relation to H-REIT’s properties
and in this regard, it works closely with the master lessees to
implement H-REIT’s strategies. In addition, the H-REIT Manager
sets the strategic direction of H-REIT and gives recommendations
to the H-REIT Trustee, DBS Trustee Limited, on the acquisition,
divestment or enhancement of H-REIT’s assets in accordance with
its stated investment strategies.
Other roles and responsibilities of the H-REIT Manager include:
•
Managing, enhancing and maintaining Claymore Connect
(previously Orchard Hotel Shopping Arcade) aimed at
achieving high occupancy levels at a good yield.
•
Using its best endeavours to ensure that the business of
H-REIT is carried on and conducted in a proper and efficient
manner and to conduct all transactions with or for H-REIT at
arm’s length and on normal commercial terms.
•
Ensuring that H-REIT complies with the relevant applicable
laws and regulations, including the applicable provisions of
the Securities and Futures Act, Chapter 289 of Singapore,
the Listing Rules issued by Singapore Exchange Securities
Trading Limited ("
Listing Manual of SGX-ST
"), the Code on
Collective Investment Schemes (including the Property Funds
Appendix), the conditions set out in the Capital Markets
Services ("
CMS
") Licence for REIT Management issued by
the Monetary Authority of Singapore ("
MAS
"), the H-REIT
Trust Deed, the tax rulings issued by the Inland Revenue
Authority of Singapore on the taxation of H-REIT and the
holders of the Stapled Securities and all relevant contracts.
The H-REIT Manager holds a CMS licence issued by MAS to
conduct real estate investment trust management activities as
required under the licensing regime for real estate investment
trust managers. In addition, employees of the H-REIT Manager
who are engaged in investment management, asset management,
financing, marketing and investor relations functions are holders of
CMS representative licences.
Note:
The questions listed out in
this column are extracted
from the Singapore Exchange
Limited’s Disclosure Guide on
Compliance with the Code
of Corporate Governance
2012. The response to each
question is set out in bold
after each question.
General
(a) Has the Company
complied with all the
principles and guidelines
of the Code? If not, please
state the specific deviations
and the alternative corporate
governance practices
adopted by the Company in
lieu of the recommendations
in the Code.
The differences in practices
are set out within the
report.
(b) In what respect do
these alternative corporate
governance practices
achieve the objectives of the
principles and conform to the
guidelines in the Code?
The reasons for the
differences in practices
are also set out within the
report.
CORPORATE GOVERNANCE
72
