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CORPORATE GOVERNANCE
The Managers’ remuneration policy for Directors comprises the following distinct objectives:
(a)
to ensure that the procedure for determining remuneration for Directors is formal and
transparent;
(b)
to ensure that the level of remuneration is sufficient to attract and retain Directors to
exercise oversight responsibility over the Company; and
(c)
to ensure that no Director is involved in deciding on his own remuneration.
The Managers’ remuneration policy for employees comprises the following distinct objectives:
(a)
to ensure that the remuneration packages are competitive in attracting and retaining
employees capable of meeting the Managers’ needs;
(b)
to ensure that remuneration is commensurate with employees’ duties, responsibilities and
length of service;
(c)
to build sustainable value-creation to align with longer term shareholder interest;
(d)
to reward employees for achieving corporate and individual performance targets in an
equitable way; and
(e)
to enhance retention of key talents to build strong organisational capabilities.
Under the Managers’ remuneration policy, the remuneration packages for employees, including
the Executive Director, comprises a fixed base component (in the form of a base salary) and a
variable bonus. Employees are also provided with the standard benefits including insurance and
medical benefits.
Currently, remuneration of the Directors, executive officers and employees are paid in cash only
and no compensation is payable to any Director, executive officer or employee of the Managers
in the form of options in Stapled Securities or pursuant to any bonus or profit-sharing plan or any
other profit-linked agreement or arrangement, under the service contracts.
Principle 9: Disclosure on Remuneration
The Directors’ fees take into account the Directors’ level of contribution and their respective
responsibilities, and include Board Committee fees in addition to their base fee. For FY 2015, the
aggregate amount of Directors’ fees receivable by each of the Directors of the H-REIT Manager
Board was less than S$250,000. These fees will be subject to approval by shareholders of the
H-REIT Manager. No Director is involved in deciding his own remuneration. The Directors of the
HBT Trustee-Manager Board did not receive any Directors’ fees for FY 2015.
The Boards of the Managers have assessed and decided against the disclosure of the Directors’
fees on a named basis in exact quantum, and believe that the interests of the Stapled Security
Holders will not be prejudiced as a result of such non-disclosure, for the following reasons:
-
there is no misalignment between the remuneration of the Directors and the interest of
Stapled Security Holders, given that their remuneration is not linked to the gross revenue
of H-REIT or HBT and are paid out of the own assets of the Managers; and
-
there is full and frank disclosure regarding the total amount of fees paid to H-REIT Manager
and HBT Trustee-Manager.
The Boards of theManagers have assessed and decided against the disclosure of the remuneration
of the top five executive officers (including the CEO) on a named basis, whether in exact quantum
or bands of S$250,000, and believe that the interests of the Stapled Security Holders will not be
prejudiced as a result of such non-disclosure, for the following reasons:
Guidelines 9.2, 9.3 and 9.4
Please refer to the sections
under the headings
"Remuneration Matters"
and "Principle 9: Disclosure
on Remuneration".
Guidelines 9.6
(a) Please describe how the
remuneration received by
executive directors and key
management personnel has
been determined by the
performance criteria.
(b) What were the
performance conditions
used to determine their
entitlement under the short-
term and long-term incentive
schemes?
(c) Were all of these
performance conditions
met? If not, what were the
reasons?
Please refer to the
Manager’s remuneration
policy as set out in
paragraph under Principle
8, which provides that one
of its key objectives is to
ensure that employees are
rewarded in an equitable
way for achieving corporate
and individual performance
targets. The remuneration
packages of the
executive officers of the
Manager include variable
components (in the form of
variable bonuses) which are
tied to the performance of
the individual employees.
Individual performance
is based on an annual
appraisal of each executive
officer of the Managers.
