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Annual Report 2015
CORPORATE GOVERNANCE
Draft agendas for the Board and Committee meetings are circulated to the Chairman of
each Board and the chairmen of the various Committees, in advance, for them to review and
suggest items for the agenda. The members of the Board and various Committees also receive
reports on financial, whistle-blowing and related party transactions, where applicable, from the
Management. Each of the chairmen of the AC and RMC from the H-REIT Manager and the HBT
Trustee-Manager provides an annual report of the respective Committees’ activities during the
year under review to the Board. The minutes of meetings of the Committees are circulated to all
Board members.
Company Secretary
The Company Secretary, whose appointment and removal is subject to the approval of the
H-REIT Manager Board and the HBT Trustee-Manager Board, attends the Board and Committee
meetings and ensure that all Board procedures are followed. The Company Secretary, together
with Management of the H-REIT Manager and the HBT Trustee-Manager, also ensures that the
H-REIT Manager, H-REIT, the HBT Trustee-Manager and HBT comply with all applicable statutory
and regulatory rules. Together with the Management, the Company Secretary also assists the
Board Chairman, the Board and Committees of the H-REIT Manager and the HBT Trustee-
Manager on corporate governance matters and assist to implement and strengthen corporate
governance practices and processes, including facilitating orientation for newly appointed
Directors of the Managers and appointments to the various Committees, and continuing training
and development for the Directors.
On an on-going basis, the Directors of the H-REIT Manager and the HBT Trustee-Manager have
separate and independent access to the Company Secretary, whose duties and responsibilities
are clearly defined.
Independent Professional Advice
The Directors, whether as a group or individually, are entitled to take independent professional
advice at the expense of the H-REIT Manager and HBT Trustee-Manager, in furtherance of their
duties and in the event that circumstances warrant the same. The Managers have also put in place
internal guidelines allowing for the Directors to seek independent professional advice.
REMUNERATION MATTERS
All Directors and employees of the Managers are remunerated by the H-REIT Manager and HBT
Trustee-Manager, not H-REIT nor HBT respectively.
Principle 7: Procedures for Developing Remuneration Policies
The H-REIT Manager and HBT Trustee-Manager Boards have adopted a Remuneration Framework
(which covers all aspects of remuneration) for Directors and Key Management Personnel ("
KMP
")
which serves as an overview of the Remuneration Policy to be deliberated upon in detail by the
NRC pursuant to its establishment in January 2016.
Principle 8: Level and Mix of Remuneration
All Directors, including Executive Directors, will receive a fixed base director’s fee and the Lead
ID will receive an additional fee to reflect her expanded responsibility. Directors who serve on
the various Committees also receive additional fees in respect of each Committee that they
serve on. For FY 2015, the chairman of the AC will receive a higher fee in respect of her service
as chairman of the committee. Such fees are subject to shareholders’ approval at the respective
annual general meetings of H-REIT Manager and HBT Trustee-Manager.
Guideline 6.1
What types of information
does the Company provide
to independent directors to
enable them to understand
its business, the business
and financial environment as
well as the risks faced by the
Company? How frequently is
the information provided?
Please refer to the sections
under the headings
"Complete, Adequate and
Timely Information and
Access to Management"
and "Accountability of the
Board and Management of
the H-REIT Manager and
the HBT Trustee-Manager".
