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CORPORATE GOVERNANCE
Note:
The questions listed out in this
column are extracted from the
Singapore Exchange Limited’s
Disclosure Guide on Compliance
with the Code of Corporate
Governance 2012. The response
to each question is set out in
bold after each question.
General
(a) Has the Company complied
with all the principles and
guidelines of the Code? If
not, please state the specific
deviations and the alternative
corporate governance practices
adopted by the Company in lieu
of the recommendations in the
Code.
The differences in practices are
set out within this report.
CDL Hospitality Trusts ("
CDLHT
") is a stapled group comprising CDL Hospitality Real
Estate Investment Trust ("
H-REIT
") and CDL Hospitality Business Trust ("
HBT
") (the
"
Stapled Group
") pursuant to a Stapling Deed dated 12 June 2006 and each Stapled
Security consists of one H-REIT Unit and one HBT Unit and is treated as a single instrument.
M&C REIT Management Limited (the "
H-REIT Manager
") was appointed manager of
H-REIT in accordance with the terms of the Trust Deed dated 8 June 2006 (as amended)
between the H-REIT Manager and DBS Trustee Limited, the H-REIT Trustee. M&C Business
Trust Management Limited (the "
HBT Trustee-Manager
") was appointed the trustee-
manager of HBT in accordance with the terms of the Trust Deed constituting HBT dated
12 June 2006 (as amended).
The H-REIT Manager has general powers of management over the assets of H-REIT and
its main responsibility is to manage H-REIT’s assets and liabilities for the benefit of the
holders of H-REIT Units. The H-REIT Manager is responsible for formulating the business
plans in relation to H-REIT’s properties and in this regard, it works closely with the master
lessees of H-REIT’s properties to implement H-REIT’s strategies. In addition, the H-REIT
Manager sets the strategic direction of H-REIT and gives recommendations to the H-REIT
Trustee on acquisitions, divestment or enhancement of H-REIT’s assets in accordance with
its stated investment strategies.
(b) In what respect do these
alternative corporate governance
practices achieve the objectives
of the principles and conform to
the guidelines in the Code?
The reasons for the differences
in practices are set out within
this report.
Other roles and responsibilities of the H-REIT Manager include:
•
Managing, enhancing and maintaining Claymore Connect aimed at achieving high
occupancy levels at a good yield.
•
Using its best endeavours to ensure that the business of H-REIT is carried on and
conducted in a proper and efficient manner and to conduct all transactions with or
for H-REIT at arm’s length and on normal commercial terms.
•
Ensuring that H-REIT complies with the relevant applicable laws and regulations,
including the applicable provisions of the Securities and Futures Act, Chapter 289
of Singapore ("
SFA
"), the Listing Rules issued by Singapore Exchange Securities
Trading Limited ("
Listing Manual of SGX-ST
"), the Code on Collective Investment
Schemes (including the Property Funds Appendix), the conditions set out in the
Capital Markets Services ("
CMS
") Licence for REIT Management issued by the
Monetary Authority of Singapore ("
MAS
"), the H-REIT Trust Deed, the tax rulings
issued by the Inland Revenue Authority of Singapore on the taxation of H-REIT and
the holders of the Stapled Securities and all relevant contracts.
The H-REIT Manager holds a CMS licence issued by MAS to conduct real estate
investment trust management activities as required under the licensing regime for real
estate investment trust managers. In addition, employees of the H-REIT Manager who
are engaged in investment management, asset management, financing, marketing and
investor relations functions are holders of CMS representative licences.
HBT acts as the master lessee of Jumeirah Dhevanafushi, a resort in the Maldives, as
well as the Japan hotels which were acquired by H-REIT. In addition to its function as
a master lessee, HBT may also undertake certain hospitality and hospitality-related
development projects, acquisitions and investments which may not be suitable for H-REIT.
On 1 October 2015, HBT acquired and is currently the owner of Hilton Cambridge City
Centre, a purpose-built upper upscale hotel located in Cambridge, United Kingdom,
which is managed by the Hilton Hotels and Resorts.
REPORTS
SECTION
72