95
Annual Report 2015
STATEMENT OF POLICIES AND PRACTICES IN
RELATION TO THE MANAGEMENT AND GOVERNANCE
OF CDL HOSPITALITY BUSINESS TRUST
The HBT Trustee-Manager has instituted, among others, the following procedures to deal with issues of conflicts of interest:
• The HBT Trustee-Manager Board comprises four independent Directors who do not have management or business
relationships with the HBT Trustee-Manager and are independent from the substantial shareholders of the HBT Trustee-
Manager. The independent Directors form the majority of the HBT Trustee-Manager Board. This allows the HBT Trustee-
Manager Board to examine independently and objectively, any potential issue of conflicts of interest arising between
the HBT Trustee-Manager in its own capacity and the HBT Unitholders as a whole.
• Employees, if any, are directly employed by the HBT Trustee-Manager.
• All resolutions in writing of the HBT Trustee-Manager Directors in relation to matters concerning HBT must be approved
by all the HBT Trustee-Manager Directors.
• In respect of matters in which the Sponsor and/or its subsidiaries has an interest, direct or indirect, any nominees
appointed by the Sponsor and/or its subsidiaries to the HBT Trustee-Manager Board to represent its/their interests will
abstain from voting. In such matters, the quorum shall comprise a majority of the independent HBT Trustee-Manager
Directors and shall exclude nominee directors of the Sponsor and/ or its subsidiaries.
• In respect of matters in which a HBT Trustee-Manager Director or his Associates (as defined in the Listing Manual) has
an interest, direct or indirect, such interested Director shall abstain from voting. In such matters, the quorum must
comprise a majority of the HBT Trustee-Manager Directors and must exclude such interested director.
• Where matters concerning HBT relate to transactions to be entered into by the HBT Trustee-Manager for and on behalf
of HBT with an interested person of the HBT Trustee-Manager or HBT (which would include relevant associates thereof),
the Audit Committee is required to consider the terms of such transactions (except transactions under agreements which
are deemed to have been specifically approved by HBT Unitholders upon purchase of HBT Units) to satisfy itself that
such transactions are conducted on normal commercial terms, are not prejudicial to the interests of HBT and the HBT
Unitholders, and are in compliance with all applicable requirements of the Listing Manual and the BTA relating to the
transactions in question. If the HBT Trustee-Manager is to sign any contract with an interested person of the HBT Trustee-
Manager or HBT (except transactions under agreements which are deemed to have been specifically approved by HBT
Unitholders upon purchase of HBT Units), the HBT Trustee-Manager will review the contract to ensure that it complies
with the provisions of the Listing Manual and the BTA relating to interested person transactions (as may be amended
from time to time) as well as any other guidelines as may from time to time be prescribed to apply to business trusts.
Present and Ongoing Interested Person Transactions
(i)
Exempted Agreements
The fees and charges payable by HBT to the HBT Trustee-Manager under the HBT Trust Deed are considered interested
person transactions which are deemed to have been specifically approved by the HBT Unitholders upon their purchase
of the HBT Units, to the extent that there are no subsequent changes to the rates and/or bases of the fees charged
thereunder which will adversely affect HBT.
(ii) Future Interested Person Transactions
Depending on the materiality of the transaction, HBT may make a public announcement of or obtain prior approval of
the HBT Unitholders for such a transaction. If necessary, the HBT Trustee-Manager Board may make a written statement
in accordance with the resolution of the HBT Trustee-Manager Board and signed by at least two HBT Trustee-Manager
Directors on behalf of the HBT Trustee-Manager Board certifying that, inter alia, such interested person transaction
is not detrimental to the interests of the HBT Unitholders as a whole, based on the circumstances at the time of the
transaction.
