96
STATEMENT OF POLICIES AND PRACTICES IN
RELATION TO THE MANAGEMENT AND GOVERNANCE
OF CDL HOSPITALITY BUSINESS TRUST
The HBT Trustee-Manager may, in future, seek an annual general mandate from the HBT Unitholders for recurrent
transactions of revenue or trading nature or those necessary for the day-to-day operations with interested persons,
and all transactions would then be conducted under such a general mandate for that relevant financial year. In seeking
such an annual general mandate, the HBT Trustee-Manager may appoint an independent financial adviser to render an
opinion as to whether the methods or procedures for determining the transaction prices contemplated under the annual
general mandate are sufficient, in an effort to ensure that such transactions will be carried out on normal commercial
terms and will not be prejudicial to the interests of HBT and the HBT Unitholders.
The HBT Trustee-Manager has in place an internal control system as well as policies and procedures to ensure that all
future interested person transactions will be undertaken on an arm’s length basis, on normal commercial terms, will not
be prejudicial to the interests of HBT and the minority HBT Unitholders, and will be in accordance with all applicable
requirements of the BTA, the Listing Manual and all applicable guidelines as may from time to time be prescribed to
apply to business trusts relating to the transaction in question.
Management identifies interested person transactions in relation to HBT. The HBT Trustee-Manager maintains a register
to record all interested person transactions which are entered into by HBT. The HBT Trustee-Manager incorporates into
its plan a review of all interested person transactions entered into by HBT during the financial year. The Audit Committee
reviews at least quarterly in each financial year the interested person transactions entered into during such quarterly
period to ascertain that the guidelines and procedures established to monitor interested person transactions have been
complied with. The review includes the examination of the nature of the transactions and their supporting documents
or such other data that the Audit Committee deems necessary. If a member of the Audit Committee has an interest in
a transaction, he or she will abstain from participating in the review and approval process in relation to that transaction.
In addition, all such interested person transactions conducted and any contracts entered into by the HBT Trustee-
Manager on behalf of HBT with an interested person of the HBT Trustee-Manager or HBT, shall comply with and be in
accordance with all applicable requirements of the Listing Manual and the BTA as well as such other guidelines as may
from time to time be prescribed to apply to business trusts.
In particular, when HBT acquires assets from the Sponsor or parties related to the Sponsor in future, the HBT Trustee-
Manager will obtain valuations from independent parties. In any event, interested person transactions entered into by
HBT, depending on the materiality of such transactions, may be publicly announced or, as the case may be, approved
by HBT Unitholders, and will, in addition, be:
• reviewed and recommended by the Audit Committee of the HBT Trustee-Manager, which comprises only
independent directors; and
• decided by the HBT Trustee-Manager Board, of which more than half of the directors are independent directors.
Fees and expenses charged to HBT are appropriate and in accordance with the HBT Trust Deed
The HBT Trustee-Manager is entitled under the HBT Trust Deed to a management fee of 10.0% of HBT’s profit before interest
and tax in the relevant financial year (calculated before accounting for this management fee in that financial year). For the
purpose of calculating the management fee, if HBT holds only a partial interest in an investment from which such profit is
derived, such profit shall be pro-rated in proportion to the partial interest held.
The management fee is payable to the HBT Trustee-Manager in the form of cash and/or Stapled Securities or (as the case may
be) HBT Units as the HBT Trustee-Manager may elect, and in such proportion and for such period as may be determined by
the HBT Trustee-Manager.
