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Annual Report 2015
Separate resolutions on each substantial issue are put to vote at the general meetings. Detailed
information on each item in the agenda of the general meetings is in the explanatory notes
to the Notice of the general meetings. The H-REIT Manager and HBT Trustee-Manager also
maintain minutes of the general meetings, which includes the key comments and queries raised
by Stapled Security Holders and the responses from the H-REIT Manager Board, HBT Trustee-
Manager Board, Management and/or the external auditors.
Pursuant to Rule 730A(2) of the Listing Manual of SGX, all resolutions proposed at the 2016
AGMs and at any adjournment thereof shall be put to vote by way of poll. In support of greater
transparency and to allow for a more efficient voting system, the H-REIT Manager and the HBT
Trustee-Manager have introduced electronic poll voting instead of voting by show of hands
at the 2014 AGMs. With electronic poll voting, Stapled Security Holders present in person or
represented by proxy at the meeting are entitled to vote on a "one-stapled security, one-vote"
basis. The voting results of all votes cast in respect of each resolution will also be instantaneously
displayed at the meeting and announced via SGXNET after the 2016 AGMs.
Corporate Values and Conduct of Business
The H-REIT Manager Board, HBT Trustee-Manager Board and Management are committed
to conducting business with integrity and consistent with the highest standards of business
ethics, and in compliance with all applicable laws and regulatory requirements. The Managers
have adopted an internal code of business and ethical conduct which sets out the business
principles and practices with respect to matters which may have ethical implications. The code
provides a communicable and understandable framework for employees of the Managers to
observe principles such as honesty, integrity, responsibility and accountability at all levels of the
organisation and in the conduct of business in their relationships with suppliers and amongst
employees, including situations where there are potential conflicts of interests.
Internal Code on Dealings in Securities
The H-REIT Manager and the HBT Trustee-Manager have in place an internal code on securities
trading which sets out the implications of insider trading and provides guidance and internal
regulation with regard to dealings in the stapled securities of CDLHT by the Directors and
officers of both the Managers. These guidelines prohibit dealing in the stapled securities of
CDLHT (a) on short-term considerations, (b) while in possession of unpublished material price-
sensitive information in relation to such stapled securities, and (c) during the "closed period",
which is defined as two weeks before the date of announcement of results for each of the first,
second and third quarter of H-REIT’s and HBT’s financial year and one month before the date of
announcement of the full-year financial results, and ending on the date of the announcement
of the relevant results. The Directors and employees of the H-REIT Manager are notified of the
commencement of each "closed period" relating to dealing in the stapled securities of CDLHT.
STATEMENT OF POLICIES AND PRACTICES OF HBT
Apart from the corporate governance practices disclosed above, the HBT Trustee-Manager has
prepared a statement of policies and practices in relation to the management and governance
of HBT (as described in section 87(1) of the Business Trusts Act, Chapter 31A of Singapore) in
respect of FY 2015, which is set out on pages 92 to 97 in this Annual Report.
CORPORATE GOVERNANCE
