79
Annual Report 2015
CORPORATE GOVERNANCE
In addition, the CEO is responsible for the overall management and planning of the strategic
direction of the Stapled Group, including overseeing the acquisition of hospitality and hospitality-
related assets and the asset and property management strategies for H-REIT and HBT.
Lead Independent Director
Ms Jenny Lim, the Lead ID of the H-REIT Manager and HBT Trustee-Manager, serves as an
intermediary between the independent NEDs and the Chairman. The role of each of the H-REIT
Manager Board’s Lead ID and the HBT Trustee Manager Board’s Lead ID is set out under the
written terms of reference of the Lead ID which have been approved by the Board of the H-REIT
Manager and the Board of the HBT Trustee-Manager.
The Lead ID is available to the Stapled Security Holders of CDLHT should they have concerns
and for which contact through the normal channels of the Chairman or the Management has
failed to resolve or is inappropriate. No query or request on any matter which requires the Lead
ID’s attention was received from the Stapled Security Holders in 2015. Under the chairmanship
of the Lead ID, a meeting of the independent Directors of the H-REIT Manager was convened
in January 2015 (without the presence of Management or the Chairman) and separate meetings
of the independent Directors of both the H-REIT Manager and HBT Trustee-Manager were also
convened in January 2016.
Principle 4: Board Membership
The compositions of both the H-REIT Manager and HBT Trustee-Manager Boards are reviewed
annually to ensure that they have the appropriate mix of expertise and experience and to further
ensure that at least a majority of each of the Boards comprises independent Directors.
Criteria and Process for Nomination and Selection of New Directors of the H-REIT Manager
and HBT Trustee-Manager
The Boards of the Managers have formalised guidelines for Board and Board Committee
appointments which include taking into consideration (a) the current Board and Board Committee
size, composition mix and core competencies, (b) the candidate’s/Director’s independence, in the
case of an independent NED, (c) the composition requirements for the Board and Committees (if
the candidate/Director is proposed to be appointed to any of the Committees), (d) the candidate’s/
Director’s age, gender, track record, experience and capabilities and such other relevant factors
as may be determined by the H-REIT Manager Board and HBT Trustee-Manager Board which
would provide an appropriate balance and contribute to the collective skills of the respective
Boards, and (e) any competing time commitments if the candidate/Director has multiple board
representations and/or other principal commitments.
Establishment of Nominating and Remuneration Committee
In 2015, the Board deliberated and considered the establishment of a Nominating and
Remuneration Committee ("
NRC
"), in line with recommendations by the MAS. The establishment
of the NRC, together with its terms of reference, was formalised in January 2016 to undertake such
roles and responsibilities relating to
inter alia
Board/Board Committee composition, determination
of directors’ independence, evaluation of Board performance, review of remuneration packages
of Directors and Senior Management which are currently overseen by the Board.
H-REIT Manager and HBT Trustee-Manager Directors’ Time Commitments
It is recommended under the 2012 Code that the Boards of the H-REIT Manager and HBT
Trustee-Manager consider providing guidance on the maximum number of listed company board
representations which each Director of the H-REIT Manager and HBT Trustee-Manager may hold
in order to address competing time commitments faced by directors serving on multiple boards.
Guideline 4.6
Please describe the board
nomination process for the
Company in the last financial
year for (i) selecting and
appointing new directors
and (ii) re-electing incumbent
directors.
Please refer to the
paragraph under the
heading "Criteria and
Process for Nomination and
Selection of New Directors
and Re-Election of Directors
of the H-REIT Manager and
HBT Trustee-Manager".
Guideline 4.4
(a) What is the maximum
number of listed company
board representations that
the Company has prescribed
for its directors? What are
the reasons for this number?
There is no maximum
number prescribed.
(b) If a maximum number has
not been determined, what
are the reasons?
Please refer to the
explanation under the
heading "H-REIT Manager
and HBT Trustee-
Manager Directors’ Time
Commitments".
