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STATEMENT OF POLICIES AND PRACTICES IN
RELATION TO THE MANAGEMENT AND GOVERNANCE
OF CDL HOSPITALITY BUSINESS TRUST
HBT Trust Property Properly Accounted For
To ensure that the HBT Trust Property is properly accounted for and is kept distinct from the property held by the HBT
Trustee-Manager in its own capacity, the accounting records of HBT are kept separate and distinct from the accounting
records of the HBT Trustee-Manager. Different bank accounts are maintained for the HBT Trustee-Manager in its capacity as
trustee-manager of HBT and in its own capacity. Regular internal reviews are also carried out to ascertain that all HBT Trust
Property has been fully accounted for.
Each of the financial statements of HBT and HBT Trustee-Manager are approved by the HBT Trustee-Manager Directors on
a quarterly basis and are duly audited by external auditors on an annual basis to ensure that the HBT Trust Property is
properly accounted for and the HBT Trust Property is kept distinct from the property of the HBT Trustee-Manager held in its
own capacity.
Adherence to Business Scope
The HBT Trustee-Manager Board reviews and approves all authorised businesses undertaken by HBT so as to ensure its
adherence to the business scope under the HBT Trust Deed. Such authorised businesses include:
(i)
the investment in, development of, operation of and/or management of real estate and real estate related assets and
all activities, concerns, functions and matters reasonably incidental thereto;
(ii)
acquisition, disposition, ownership, management, operation, finance leasing and leasing of real estate and real estate
related assets and all activities, concerns, functions and matters reasonably incidental thereto; and
(iii)
any business, undertaking or activity associated with, incidental and/or ancillary to the carrying on of the businesses
referred to in paragraphs (i) and (ii),
whether directly, indirectly through subsidiaries or in the form of joint ventures together with other parties.
Management provides regular updates to the HBT Trustee-Manager Board and the Audit Committee
(1)
about potential
projects that it is looking into on behalf of HBT and the HBT Trustee-Manager Board, and the Audit Committee ensures that
all such projects are within the permitted business scope under the HBT Trust Deed. Prior to the carrying out of any significant
business transactions, the HBT Trustee-Manager Board, the Audit Committee and/or management will have careful regard to
the provisions of the HBT Trust Deed and when in doubt, will seek advice from professional advisers.
Potential conflicts of interest
The HBT Trustee-Manager is not involved in any other businesses other than managing HBT. All potential conflicts of interest,
as and when they arise, will be identified by the HBT Trustee-Manager Board and management, and will be reviewed
accordingly.
As the HBT Trustee-Manager is an indirect wholly-owned subsidiary of Millennium & Copthorne Hotels plc (the "
Sponsor
"),
being the sponsor and controlling unitholder of HBT, there may be potential conflicts of interest between HBT, the HBT
Trustee-Manager and the Sponsor.
(1)
The Audit Committee of the HBT Trustee-Manager was dissolved on 29 December 2015 and the functions and responsibilities
of the Audit Committee are now undertaken by the Audit and Risk Committee which was established on the same day.
In this regard, the term "Audit Committee" used in this Statement of Policies and Practices will also refer to the "Audit and Risk
Committee" where relevant and appropriate.
