87
Annual Report 2015
CORPORATE GOVERNANCE
•
to review and make recommendations to the Boards for approval by the Stapled Security
Holders on the nomination for the appointment, re-appointment and removal of external
auditors, and to approve the remuneration and terms of engagement of the external
auditors;
•
to review, on an annual basis, the scope and results of the external audit;
•
to assess the independence of the external auditors on an annual basis;
•
to ensure that the external auditors’ independence and objectivity are not impaired by
keeping the nature and extent of non-audit services provided by the external auditors
under review (including the fees thereof);
•
to review the whistle-blowing policy and the arrangements put in place by the Company for
staff and any other persons to raise, in confidence, concerns about possible improprieties
in matters of financial reporting or any other matters; and
•
to monitor the procedures established to regulate Related Party Transactions and/or
Interested Party Transactions, including reviewing any Related Party Transactions and/or
Interested Party Transactions entered into from time to time and ensuring compliance with
the relevant provisions of the Listing Manual of SGX-ST and the Property Funds Appendix.
During the financial year under review, the AC of the H-REIT Manager and HBT Trustee-Manager
have established an internal control system to ensure that all Related Party Transactions and/or
Interested Party Transactions are undertaken on normal commercial terms and are not prejudicial
to the interests of H-REIT and the holders of H-REIT units or HBT and the holders of HBT units.
The H-REIT Manager ARC and the HBT Trustee-Manager ARC held four meetings each during the
year and carried out their duties as set out within the terms of reference. The Company Secretary
maintains records of all AC/ARC meetings including records of discussions on key deliberations
and decisions taken. The ARC meets with the external auditors separately without the presence
of Management annually.
In performing its duties, the H-REIT Manager AC and the HBT Trustee-Manager AC also took
guidance from the Guidebook for Audit Committees in Singapore issued by the Audit Committee
Guidance Committee in October 2008 ("
ACGC Guideboo
k") as well as ACGC Guidebook
(Second Edition) which was issued by MAS, ACRA and Singapore Exchange in August 2014.
For the financial year under review, the AC conducted a self-assessment of its effectiveness in the
discharge of its duties and responsibilities. The assessment was facilitated through the use of a
self-assessment checklist ("
AC Self-Assessment Checklist
") adapted from the self-assessment
checklist for audit committees set out in the ACGC Guidebook.
The AC Self-Assessment Checklist covered
inter alia
, the responsibilities of the AC under its terms
of reference.
Based on the self-assessment, the H-REIT Manager AC and the HBT Trustee-Manager AC agreed
that they had fulfilled their responsibilities and discharged their duties as set out in its terms of
reference.
Pursuant to the establishment of the ARC effective from 29 December 2015, the ARC undertakes
to continue the responsibilities of the AC moving forward.
