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REPORTS
Guideline 1.6
(a) Are new directors given formal
training? If not, please explain why.
Yes, please refer to the section
under the heading “H-REIT
Manager and HBT Trustee-Manager
Board Orientation and Training”.
H-REIT Manager and HBT Trustee-Manager Board Orientation and Training
Every newly appointed Director of the Managers receives a formal letter, setting out his
general duties and obligations as a Director pursuant to the relevant legislations and
regulations. The new Director also receives an induction pack containing information and
documents relating to the role and responsibilities of a director, the principal businesses
of H-REIT or HBT and their respective subsidiaries, the H-REIT Manager and the HBT
Trustee-Manager Board processes and corporate governance practices, relevant policies
and procedures, as well as a board meeting calendar for the year with a brief of the
routine agenda for each meeting.
Guideline 1.6
(b) What are the types of information
and training provided to (i) new
directors and (ii) existing directors to
keep them up-to-date?
The type of information and
training provided are set out in the
section under the heading “H-REIT
Manager and HBT Trustee-Manager
Board Orientation and Training”.
The Managers also conduct a comprehensive induction programme for newly appointed
Directors and for existing Directors pursuant to their appointments to any of the
Committees, which seeks to familiarise Directors with CDLHT’s business, the Managers’
board processes, internal controls and governance practices. The induction programme
includes meetings with various key executives of the Management to allow the new
Directors to be acquainted with the Management team and to facilitate their independent
access to the Management team in future. The programme also includes briefings by the
Management team on key areas of the Managers’ operations and by each Chairman of
the relevant Committees to which the Director is newly appointed to on the roles and
responsibilities of the Committees.
Dr Foo Say Mui (Bill) was appointed to the Managers’ Board and the Managers’ ARC
in May 2016. He was given detailed briefings by the Chief Executive Officer (“
CEO
”)
and the Chief Financial Officer (“
CFO
”) in respect of CDLHT’s business and operations,
as well as its financial matters. The Chairman of the Managers’ ARC also briefed
him on the role and responsibilities of the ARC as set out in its terms of reference.
Separately, the Company Secretary also briefed Dr Foo on the internal corporate
governance practices and the directors’ duties and responsibilities pursuant to relevant
legislations. In October 2016, Dr Foo was appointed a member of the Managers’
NRC, in place of Mr Daniel Desbaillets who stepped down from the Managers’ Boards.
Dr Foo was provided with the NRC’s terms of reference.
In January 2017, Mr Kenny Kim was appointed to the Managers’ Boards and arrangements
are being made for Mr Kim to attend an induction programme.
For a first time Director who has no prior experience as a director of a listed company,
in addition to the induction as detailed above, he or she will be encouraged to also
attend the Listed Company Director ("
LCD
") Programme conducted by the Singapore
Institute of Directors ("
SID
") in order to acquire relevant knowledge of what is
expected of a listed company director. Completion of the LCD Programme, which
focuses on comprehensive training of company directors on compliance, regulatory
and corporate governance matters, should provide the first time Director with a
broad understanding of the roles and responsibilities of a director of a listed company
under the requirements of the Act, the Listing Manual of SGX-ST and the 2012 Code.
The Company Secretary will also co-ordinate with such Director to endeavour completion
of the LCD Programme within one year from his or her date of appointment subject to
SID’s training schedule and the Director’s availability.
The Directors are provided with regular updates and/or briefings from time to time by
professional advisers, auditors, Management and the Company Secretary in areas such as
directors’ duties and responsibilities, corporate governance practices, relevant legislations
and regulations, risk management issues, financial reporting standards and tax laws and
practices. The Directors are also regularly kept informed by the Company Secretary of the
availability of appropriate courses, conferences and seminars such as those conducted by
The Accounting and Corporate Regulatory Authority ("
ACRA
"), SGX-ST and SID and the
Directors are encouraged to attend such training at the Managers’ expense.
CORPORATE GOVERNANCE
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