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CORPORATE GOVERNANCE
Based on an annual analysis of directorships held by the Directors as well as each Director’s
confirmation as to whether he/she has any issue with competing time commitments which may
impact his/her ability to provide sufficient time and attention to his/her duties as a Director on the
respective Boards, the Boards ware satisfied that all Directors are able to carry out and have been
adequately carrying out their duties as a Director of the Managers. The Boards of the H-REIT
Manager and HBT Trustee-Manager further noted that, excluding the directorship held in the
H-REIT Manager Board and HBT Trustee-Manager Board, the number of listed company board
representations currently held by the Directors did not exceed 4.
Having considered the issue, the Boards do not recommend setting a maximum number of
listed company board representations that a Director may hold. They are of the view that the
assessment of each individual Director should not be restricted to the number of their respective
board representations but should include contributions by the Directors at Board and Committee
Meetings. The Boards do not wish to omit from consideration suitable individuals who, despite the
demands on their time, have the capacity to participate and contribute as members of the Boards.
Key Information on Directors
Please refer to the "Board of Directors" section in the Annual Report for key information on the
H-REIT Manager Directors and the HBT Trustee-Manager Directors and "Directors’ Statement",
including
inter alia
the academic and professional qualifications, and directorships held currently
and in the preceding three years, and other relevant information as well as the stapled securities
held by Directors in CDLHT. Currently, no alternate Directors have been appointed in respect of
any of the H-REIT Manager Directors and the HBT Trustee-Manager Directors.
Board Development
The Directors are provided with updates and/or briefings to assist them to properly discharge
their duties. The briefings are conducted either internally with invited speakers, or externally, at
the expense of the H-REIT Manager or HBT Trustee-Manager (as the case may be). A separate
programme is established for new Directors, details of which together with details of the internal
briefing and updates provided to the Directors in 2015 are set out in the paragraph under the
header "H-REIT Manager and HBT Trustee-Manager Board Orientation and Training".
The members of the Boards are kept apprised twice yearly on a list of training programmes
attended by the Directors during the year.
Principle 5: Board Performance
The H-REIT Manager Board and HBT Trustee-Manager Board have in place formal processes
to assess the effectiveness of each Board as a whole, the various Board Committees and the
contribution by each Director to the effectiveness of the Board and the Board Committees, where
applicable. No external facilitator has been used. The performance of each Board was assessed
through feedback from individual Directors on areas relating to the Board’s competencies and
effectiveness for the financial year ended 31 December 2015.
Principle 6: Access to Information
Complete, Adequate and Timely Information and Access to Management
Prior to each meeting, members of the H-REIT Manager Board and HBT Trustee-Manager
Board and their Committees are provided with the meeting agenda and the relevant papers
submitted by the Management, containing complete, adequate and timely information to enable
full deliberation on the issues to be considered at the respective meetings. The Management,
the auditors and professional advisers, who can provide additional insight into the matters for
discussion, are also invited from time to time to attend such meetings. The Directors of the
Managers have separate and independent access to Management.
Guideline 4.4
(c) What are the specific
considerations in considering
the capacity of 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 5.1
(a) What was the process
upon which the Board
reached the conclusion on its
performance for the financial
year?
Please refer to the
paragraph under
the heading "Board
Performance".
(b) Has the Board met its
performance objectives?
The Boards have reviewed
their performance.
Please refer to the
paragraph under
the heading "Board
Performance".
