78
CORPORATE GOVERNANCE
The H-REIT Manager Board and the HBT Trustee-Manager Board have also considered the core
competencies of the Boards based on the skills and experience of each Director, and are of
the view that the Boards have the critical skills and expertise needed in the strategic direction
and planning of the business of H-REIT and HBT. The current composition of the Boards
comprises directors who have experience in real estate and hotel related businesses, the food
and beverage industry, business management, strategic planning, investment analysis, corporate
finance, investment portfolio management, audit and taxation, corporate reorganisations and
mergers and acquisitions. There is also gender diversity on the Boards. Further information on the
individual Directors’ background, experience and skills can be found on the "Board of Directors"
section in the Annual Report.
In consideration of the scope and nature of the operations of the H-REIT Group and HBT Group,
the H-REIT Manager Board and the HBT Trustee-Manager Board are satisfied that the current
composition mix and size of the Board provide for sufficient diversity and allow for effective
decision-making at the Boards and committees respectively.
NEDs’ Participation
NEDs of the H-REIT Manager and the HBT Trustee-Manager are encouraged to participate
actively in Board meetings in the development of H-REIT’s and HBT’s strategic direction and
plans, in the review and monitoring of Management’s performance through periodic reports from
the Management, and have unrestricted access to the Management. They also sit on various
committees established by the Boards of the H-REIT Manager and the HBT Trustee-Manager to
provide constructive input and the necessary review and monitoring of performance of H-REIT,
HBT and the Management. The H-REIT Manager held a meeting of the independent Directors
chaired by the Lead ID in January 2015 (without the presence of Management and Chairman).
Principle 3: Chairman and Chief Executive Officer of the H-REIT Manager Board and HBT
Trustee-Manager Board
The roles of the Chairman and CEO are separate. The Chairman, Mr Wong Hong Ren, is a
non-executive Director while the CEO, Mr Vincent Yeo, is an executive Director. This ensures
an appropriate balance of power, increased accountability and greater capacity of the H-REIT
Manager Board and the HBT Trustee-Manager Board for independent decision-making.
The Chairman is not related to the CEO.
The Chairman bears primary responsibility for the workings of the H-REIT Manager Board and the
HBT Trustee-Manager Board, by ensuring effectiveness on all aspects of its role including setting
agenda for both the H-REIT Manager Board and the HBT Trustee-Manager Board meetings with
input from Management, ensuring that sufficient allocation of time for thorough discussion of
each agenda item at Board meetings, promoting an open environment within the Board room
for constructive debate, encouraging the NEDs to speak freely and contribute effectively, and
exercising control over the quality, quantity and timeliness of information flow between the
H-REIT Manager/HBT Trustee-Manager Board and Management. At annual general meetings
and other general meetings of the holders of stapled securities of CDLHT (the "
Stapled Security
Holders
"), he plays a pivotal role in fostering constructive dialogue between Stapled Security
Holders, the Boards of the H-REIT Manager and the HBT Trustee-Manager and Management.
The CEO of the H-REIT Manager and the HBT Trustee-Manager is responsible for working
with the H-REIT Manager Board and the HBT Trustee-Manager Board to determine the overall
business, investment and operational strategies for H-REIT and HBT. The CEO also works with
the other members of the Managers’ management team, master lessees and hotel managers to
ensure that the business, investment and operational strategies of H-REIT and HBT are carried
out as planned.
