90
Taking cognisance of the Companies Amendment Act ("
Amendment Act
") which came into
effect on 3 January 2016 which
inter alia
provided for the Stapled Security Holders who are
relevant intermediaries (as defined in the Amendment Act) to appoint more than two proxies to
attend and vote at general meetings, the Boards have recommended that the relevant provisions
within the H-REIT Trust Deed and the HBT Trust Deed respectively (collective, the "
Trust Deeds
")
be amended at the 2016 AGMs to align the Trust Deeds with the amendments to the Companies
Act and the Code on Collective Investment Schemes. Pursuant to the Amendment Act, relevant
intermediaries will be able to appoint more than two proxies at the 2016 AGMs.
Principle 15: Communication with Stapled Security Holders
The H-REIT Manager and the HBT Trustee-Manager ensure that Stapled Security Holders are
notified of all material information in an accurate and timely manner. The H-REIT Manager and
the HBT Trustee-Manager notify their investors in advance of the date of release of the financial
results of the H-REIT Group, the HBT Group and the Stapled Group via SGXNET. The quarterly
and full year financial results of the H-REIT Group, the HBT Group and the Stapled Group are
announced within the mandatory period. The financial statements of the H-REIT Group, the HBT
Group and the Stapled Group and other presentation materials presented at general meetings,
including material and price-sensitive information, are disseminated and publicly released via
SGXNET on a timely basis. All Stapled Security Holders receive the annual report of CDLHT and
the Notice of AGM of Stapled Security Holders, which notice is also advertised in the press and
released via SGXNET. Stapled Security Holders and investors can access information on CDLHT at
its website at
which provides, inter alia, corporate announcements, press releases
and the latest financial results as disclosed by CDLHT on SGXNET.
From time to time, the Management of the H-REIT Manager and the HBT Trustee-Manager hold
briefings with analysts and the media to coincide with the release of CDLHT’s quarterly and full
year financial results. Media presentation slides are also released on SGXNET and made available
on the CDLHT’s website. In addition, the Management takes an active role in investor relations,
meeting local and foreign fund managers regularly as well as participating in roadshows and
conferences both locally and overseas.
H-REIT’s current distribution policy is to distribute at least 90.0% of its taxable income and its
tax exempt income (if any), with the actual level of distribution to be determined at the H-REIT
Manager’s discretion. H-REIT makes distributions to unitholders on a semi-annual basis, with the
amount calculated as at 30 June and 31 December each year for the six-month period ending
on each of the said dates. Distributions, when paid, will be in Singapore Dollars. As for HBT’s
distribution policy, the determination to distribute and the quantum of distributions will be made
by the HBT Trustee-Manager Board at its sole discretion.
Principle 16: Conduct of General Meetings of Stapled Security Holders
At general meetings, Stapled Security Holders are given the opportunity to communicate their
views and encouraged to ask the H-REIT Manager Board and the HBT Trustee-Manager Board
and the Management questions regarding matters affecting H-REIT and HBT. The chairmen of
the AC and RMC and the external auditors were present at the last AGMs, and the chairmen of
the ARC and NRC would, together with the Lead ID, endeavour to be present at the 2016 AGMs
to assist the H-REIT Manager Board and the HBT Trustee-Manager Board in addressing queries
raised by the Stapled Security Holders.
All Stapled Security Holders are allowed to vote in person or by proxy. As the authentication of
a Stapled Security Holder’s identity information and other related integrity issues still remain a
concern, the H-REIT Manager and HBT Trustee-Manager have decided, for the time being, not to
implement voting in absentia by mail or electronic means.
Guideline 15.4
(a) Does the Company
regularly communicate with
shareholders and attend to
their questions? How often
does the Company meet
with institutional and retail
investors?
Please refer to the
explanation under
"Principle 15:
Communication with
Stapled Security Holders."
(b) Is this done by a
dedicated investor relations
team (or equivalent)? If not,
who performs this role?
Yes, the H-REIT Manager
and HBT Trustee-Manager
have management who are
responsible for providing
investor relations support.
Please refer to the
Management Team on page
39 of the Annual Report
2015.
(c) How does the Company
keep shareholders informed
of corporate developments,
apart from SGXNET
announcements and the
annual report?
Please refer to the
explanation under
"Principle 15:
Communication with
Stapled Security Holders."
Guideline 15.5
If the Company is not
paying any dividends for the
financial year, please explain
why.
Please refer to the third
paragraph under "Principle
15: Communication with
Stapled Security Holders."
CORPORATE GOVERNANCE
