74
CORPORATE GOVERNANCE
Independent Judgement
All the Directors of the Managers are required to exercise objective decision-making in the interests
of H-REIT and HBT. The H-REIT Manager Directors and the HBT Trustee-Manager Directors who
are in any way, directly or indirectly, interested in a transaction or proposed transaction will declare
the nature of their interests in accordance with the provisions of the Companies Act, Chapter 50
of Singapore, and also voluntarily abstain from deliberation on the same.
Delegation by the H-REIT Manager Board and the HBT Trustee-Manager Board
The primary functions of the H-REIT Manager Board and the HBT Trustee-Manager Board
are either carried out directly by the H-REIT Manager Board and the HBT Trustee-Manager
Board or through committees established by the H-REIT Manager Board and the HBT Trustee-
Manager Board.
On 29 December 2015, the H-REIT Manager Board and the HBT Trustee-Manager Board merged
their respective Audit Committees ("
AC
") and Risk Management Committees ("
RMC
"), after
reviewing the functions of the AC and RMC and noted the overlapping roles and responsibilities
of both committees. Following the dissolution of the AC and RMC, a merged board committee
known as the Audit and Risk Committee ("
ARC
") was established by each of the H-REIT Manager
Board and the HBT Trustee-Manager Board to undertake the functions and responsibilities of
both the previous AC and the RMC.
Specific written terms of reference, duly approved by the H-REIT Manager Board and the HBT
Trustee-Manager Board respectively, set out the authority and duties of the ARC. The H-REIT
Manager Board and the HBT Trustee-Manager Board will review such terms of reference
periodically to ensure their continued relevance. The composition of the ARC can be found under
the corporate directory section in this Annual Report 2015 ("
Annual Report
").
The delegation of authority by the H-REIT Manager Board and the HBT Trustee-Manager Board
to the respective ARC enables the H-REIT Manager Board and the HBT Trustee-Manager Board
to achieve operational efficiency by empowering these committees to decide, review and make
recommendations on matters within their respective written terms of reference and/or limits of
delegated authority and yet without abdicating their respective responsibility. Please refer to the
sections on Principles 11 and 12 in this report for further information on the activities of the ARC.
Board Processes of the H-REIT Manager and the HBT Trustee-Manager
Meetings of the Board, AC and RMC of the Managers were held regularly. For the H-REIT Manager
and HBT Trustee-Manager, five Board Meetings, four AC Meetings and two RMC Meetings were
held in 2015. A meeting of the Independent Directors ("
IDs
") of the H-REIT Manager Board and
HBT Trustee-Manager Board, chaired by the lead independent Director ("
Lead ID
") was also held
in 2015 to discuss matters without the presence of Management and Chairman.
The proposed meetings for the Board and committees of the Managers for each new calendar
year are set out in a schedule of meetings and notified to all Board members of the Managers
before the start of each calendar year with a view to facilitate attendance by Board Members.
Additional meetings are convened as and when circumstances warrant. Records of all such
meetings including discussions on key deliberations and decisions taken are maintained by the
Company Secretary. Both the Managers allow for meetings of their Board and committees to be
held via teleconferencing. The H-REIT Manager Board and the HBT Trustee-Manager Board as
well as their committees may also make decisions by way of circulating written resolutions.
The attendance of the H-REIT Manager Directors and the HBT Trustee-Manager Directors at
meetings of the Board and committees of the Managers, as well as the frequency of such meetings
during 2015, are disclosed below. Notwithstanding such disclosure, the H-REIT Manager Board
and the HBT Trustee-Manager Board are of the view that the contribution of each Director should
not be focused only on his/her attendance at meetings of the Board and/or the Committees.
A Director’s contribution also extends beyond the confines of the formal environment of such
meetings, through the sharing of views, advice, experience and strategic networking relationships
which will further the interests of H-REIT and HBT.
