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REPORTS
Directors’ Objective Discharge of Duties and Declaration of Interests
All the Managers’ Directors are required to objectively discharge their duties and
responsibilities in the interests of H-REIT and HBT. Directors who are in any way, directly
or indirectly, interested in a transaction or proposed transaction will declare the nature
of their interests in accordance with the provisions of the Companies Act, Chapter 50
(the “
Act
”) and the SFA, where relevant, and also voluntarily abstain from participating
in the deliberation on the same. The Boards of the Managers have each established
Nominating and Remuneration Committees ("
NRCs
") in January 2016 which recommend
to the Boards of the H-REIT Manager and the HBT Trustee-Manager the appointments/
re-appointments to the Board and Board Committees and assess the independence of
Directors. When assessing the independence of Directors, the NRCs take into account the
individual Director’s objectivity, independent thinking and judgement.
Delegation by the H-REIT Manager Board and the HBT Trustee-Manager Board
The primary functions of the H-REIT Manager Board and the HBT Trustee-Manager
Board are either carried out directly by the H-REIT Manager Board and the HBT Trustee-
Manager Board or through committees established by the H-REIT Manager Board and
the HBT Trustee-Manager Board, namely the Audit and Risk Committees ("
ARCs
") and
NRCs (collectively, referred to hereafter as the "
Committees
").
Specific written terms of reference, duly approved by the H-REIT Manager Board and
the HBT Trustee-Manager Board respectively, set out the authority and duties of the
Committees. The H-REIT Manager Board and the HBT Trustee-Manager Board review
such terms of reference periodically to ensure their continued relevance. The composition
of the Committees can be found under the corporate directory section in this Annual
Report 2016 ("
Annual Report
").
The delegation of authority by the H-REIT Manager Board and the HBT Trustee-Manager
Board to the respective Committees enables the H-REIT Manager Board and the HBT
Trustee-Manager Board to achieve operational efficiency by empowering the Committees
to decide, review and make recommendations on matters within their respective written
terms of reference and/or limits of delegated authority and yet without abdicating their
respective responsibility. Further information on the activities of the ARCs and NRCs can
be found in the sections on Principles 4, 5, 7, 8, 11, 12 and 13 in this report.
Board Processes of the H-REIT Manager and the HBT Trustee-Manager
Meetings of the Board, ARC and NRC of the Managers were held regularly. Five Board
Meetings, inclusive of a Board Strategy Meeting, and five ARC Meetings were held by the
Managers’ Boards and Committees in 2016.
TheNRCs did not hold any physical meetings during the inaugural year of its establishment.
However, the NRCs had resolved issues under its purview by way of circulating written
resolutions in lieu of physical meetings as permitted under the NRCs’ terms of reference.
A meeting of the Independent Directors ("
IDs
") of the H-REIT Manager Board and HBT
Trustee-Manager Board, chaired by the lead independent Director ("
Lead ID
") was also
held in 2016 to discuss matters without the presence of Management and the Board
Chairman.
The proposed meetings for the Board and Committees of the Managers for each new
calendar year are set out in a schedule of meetings and notified to all members of
the Managers’ Boards before the start of each calendar year. Additional meetings are
convened as and when circumstances warrant. Records of all such meetings, including
discussions on key deliberations and decisions taken, are maintained by the Company
Secretary. The Managers’ respective Constitution allow for meetings of their Board and
Committees to be held via teleconferencing. The H-REIT Manager Board and the HBT
Trustee-Manager Board as well as their Committees may also make decisions by way of
circulating written resolutions.
CORPORATE GOVERNANCE
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