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1 The independence of the Directors in this context refers to their independence from management and
business relationships with the H-REIT Manager and the HBT Trustee-Manager and their independence
from every substantial shareholder of the HBT Trustee-Manager, except to the extent that the Directors of
the H-REIT Manager are the same as the Directors of the HBT Trustee-Manager.
CORPORATE GOVERNANCE
The Managers also conduct an induction programme for newly appointed Directors and for
existing Directors pursuant to their appointments to any of the committees, which seeks to
familiarise Directors with CDLHT’s business, the Managers’ board processes, internal controls and
governance practices. The induction programme includes meetings with various key executives
of the Management to allow the new Directors to be acquainted with the Management team
and to facilitate their independent access in future to the Management team. The programme
also includes briefings by the Management team on key areas of the Managers’ operations and
by each chairman of the relevant Committees to which the Director is newly appointed to on the
roles and responsibilities of the Committees.
For a first time Director who has no prior experience as a director of a listed company, in addition
to the induction as detailed above, he or she is encouraged to also attend the Listed Company
Director ("
LCD
") Programme conducted by the Singapore Institute of Directors ("
SID
") in order to
acquire relevant knowledge of what is expected of a listed company director. Completion of the
LCD Programme, which focuses on comprehensive training of company directors on compliance,
regulatory and corporate governance matters, should provide the first time Director with a
broad understanding of the roles and responsibilities of a director of a listed company under
the requirements of the Companies Act, Chapter 50 of Singapore, the Listing Manual of SGX-
ST and the 2012 Code. The Company Secretary co-ordinates with such Director to endeavour
completion of the LCD Programme within one year from his or her date of appointment subject
to SID’s training schedule and the Director’s availability.
The Directors are provided with regular updates and/or briefings from time to time by professional
advisers, auditors, Management and the Company Secretary in areas such as directors’ duties
and responsibilities, corporate governance practices, relevant legislations and regulations,
risk management issues, changes in financial reporting standards and tax laws and practices.
The Directors are also regularly kept informed by the Company Secretary of the availability of
appropriate courses, conferences and seminars such as those conducted by The Accounting and
Corporate Regulatory Authority ("
ACRA
"), SGX and SID and the Directors are encouraged to
attend such training at the Managers’ expense.
Four in-house seminars were conducted in 2015 by invited speakers on topics relating to transfer
pricing, cyber security and big data analytics for companies, integrating sustainability for greater
business value, financial reporting surveillance programme by ACRA, tax transparency and
corporate governance updates for the Directors. In 2015, the Directors were also briefed on the
"Prevention of Money Laundering and Countering the Financing of Terrorism" and the "Response
to Feedback Received: Consultation on Enhancements to the Regulatory Regime Governing REITs
and REIT Managers" by KPMG and Allen & Gledhill LLP respectively. In addition to the training
courses/programmes and briefing updates, Directors are also at liberty to approach Management
should they require any further information or clarification concerning the Managers’ operations.
Principle 2: Board Composition and Guidance
Board Independence
The Boards of the H-REIT Manager and the HBT Trustee-Manager currently consist of seven
members each. All members of the Boards, except for the Chief Executive Officer ("
CEO
"), are
non-executive Directors ("
NEDs
"). Of the six NEDs, four of them ("
4 NEDs
"), being more than
half of the Boards, are independent
1
directors, thus providing for a strong and independent
element on the Boards capable of exercising objective judgement on corporate affairs of the
H-REIT Group and the HBT Group. No individual or small group of individuals dominates the
Boards’ decision-making.
Guideline 1.6
(b) What are the types of
information and training
provided to (i) new directors
and (ii) existing directors to
keep them up-to-date?
The type of information and
training provided are set
out in the section under the
heading "H-REIT Manager
and HBT Trustee-Manager
Board Orientation and
Training".
Guideline 2.1
Does the Company comply
with the guideline on the
proportion of independent
directors on the Board? If
not, please state the reasons
for the deviation and the
remedial action taken by the
Company.
Yes. Please refer to the
paragraph with the header
"Board Independence".
Guideline 2.3
(a) Is there any director
who is deemed to be
independent by the Board,
notwithstanding the
existence of a relationship
as stated in the Code that
would otherwise deem him
not to be independent? If so,
please identify the director
and specify the nature of
such relationship.
No.
(b) What are the Board’s
reasons for considering him
independent? Please provide
a detailed explanation.
Not applicable.
Guideline 2.4
Has any independent
director served on the
Board for more than nine
years from the date of his
first appointment? If so,
please identify the director
and set out the Board’s
reasons for considering him
independent.
Yes. The Directors are
identified in paragraph
3 of the section under
the header
"
Board
Independence
"
, and
the Boards’ reasons
for considering them
independent are set out in
the same paragraph.
