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REPORTS
Guideline 2.6
(a) What is the Board’s policy with
regard to diversity in identifying
director nominees?
Please refer to the first paragraph
of the section under the heading
“H-REIT Manager/ HBT Trustee-
Manager Board Composition and
Size”.
Guideline 2.6
(b) Please state whether the current
composition of the Board provides
diversity on each of the following
– skills, experience, gender and
knowledge of the Company, and
elaborate with numerical data where
appropriate.
Please refer to the first and second
paragraphs of the section under
the heading “H-REIT Manager/
HBT Trustee-Manager Board
Composition and Size”.
Guideline 2.6
(c) What steps has the Board
taken to achieve the balance and
diversity necessary to maximise its
effectiveness?
Please refer to the first
paragraph of the section under
the heading “H-REIT Manager/
HBT Trustee-Manager Board
Composition and Size”.
H-REIT Manager / HBT Trustee-Manager Board Composition and Size
The NRCs review the size and composition of the H-REIT Manager Board and the HBT
Trustee-Manager Board and also considered the core competencies of the Directors
based on the skills and experience of each Director, and are of the view that the Boards
have the critical skills and expertise needed in the strategic direction and planning of the
business of H-REIT and HBT. The current composition of the Boards comprises directors
who have experience in real estate and hotel related businesses, business and funds
management, strategic planning, investment analysis, corporate finance, investment
portfolio management, audit and taxation, corporate reorganisations and mergers and
acquisitions. There is also gender diversity on the Boards. Further information on the
individual Directors’ background, experience and skills can be found in the
Board of
Directors
section in the Annual Report.
In consideration of the scope and nature of the operations of the H-REIT Group and HBT
Group, the H-REIT Manager Board and the HBT Trustee-Manager Board are satisfied
that the current composition mix and size of the Board provide for sufficient diversity and
allow for effective decision-making at the Boards and Committees respectively.
So long as the H-REIT Units remain stapled to HBT Units, in order to avoid any conflict
between H-REIT and HBT and to act in the best interest of CDLHT, each of the Directors
of the H-REIT Manager Board is also a Director of the HBT Trustee-Manager Board, and
vice versa. Further, in line with MAS’s Response to Feedback Received on its Consultation
Paper on Enhancements to the Regulatory Regime Governing REITs and REIT Managers,
under circumstances where unitholders of H-REIT are not given the right to appoint
directors, at least half of the H-REIT Manager Board would have to be independent
directors. Similarly, the HBT Trustee-Manager Board would also be required to comply
with the provision under Regulation 12 of the Business Trust Regulations 2005 for at least
a majority of the Directors of the board of the trustee-manager of a business trust to
comprise Directors who are independent from management and business relationships
with the trustee-manager. Majority of both the H-REIT Manager Board and the HBT
Trustee-Manager Board comprise independent Directors.
NEDs’ Participation
NEDs of the H-REIT Manager and the HBT Trustee-Manager are encouraged to participate
actively at Board meetings in the development of H-REIT’s and HBT’s strategic direction
and plans, in the review and monitoring of Management’s performance through periodic
reports from the Management, and have unrestricted access to the Management. They
also sit on various Committees established by the Boards of the H-REIT Manager and
the HBT Trustee-Manager to provide constructive input and the necessary review and
monitoring of performance of H-REIT, HBT and the Management. The H-REIT Manager
and HBT Trustee-Manager held respective meetings of the independent Directors,
chaired by the Lead ID in January 2016 (without the presence of Management, the CEO
and Board Chairman).
CORPORATE GOVERNANCE
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