CDL Hospitlity Trusts - Annual Report 2016

CORPORATE GOVERNANCE

REPORTS

Guideline 15.5

If the Company is not paying any

dividends for the financial year, please

explain why.

Please refer to the third paragraph

under “Principle 15: Communication

with Stapled Securities Holders.”

Principle 16: Conduct of General Meetings of Stapled Securities Holders

At general meetings, Stapled Securities Holders are given the opportunity to communicate

their views and are encouraged to ask the H-REIT Manager Board and the HBT Trustee-

Manager Board and the Management questions regarding matters affecting H-REIT and

HBT. The chairmen of the ARCs and the external auditors were present at the last AGMs,

and would, together with the Lead ID, and the chairmen of the NRCs, endeavour to be

present at the 2017 AGMs to assist the H-REIT Manager Board and the HBT Trustee-

Manager Board in addressing queries raised by the Stapled Securities Holders.

All StapledSecuritiesHolders areallowed tovote inpersonor

byproxy.As

theauthentication

of a Stapled Securities Holder’s identity information and other related integrity issues still

remain a concern, the H-REIT Manager and HBT Trustee-Manager have decided, for the

time being, not to implement voting in absentia by mail or electronic means.

Separate resolutions on each substantial issue are put to vote at the general meetings.

Detailed information on each item in the agenda of the general meetings is in the

explanatory notes to the Notice of the general meetings. The H-REIT Manager and HBT

Trustee-Manager also maintain minutes of the general meetings, which includes the key

comments and queries raised by Stapled Securities Holders and the responses from the

H-REIT Manager Board, HBT Trustee-Manager Board, Management and/or the external

auditors. The minutes of the general meetings would be made available to Stapled

Securities Holders upon request.

Pursuant to Rule 730A(2) of the Listing Manual of SGX, all resolutions proposed at the 2017

AGMs and at any adjournment thereof shall be put to vote by way of poll. In support of

greater transparency and to allow for a more efficient voting system, the H-REIT Manager

and the HBT Trustee-Manager have introduced electronic poll voting instead of voting

by show of hands since the 2014 AGMs. With electronic poll voting, Stapled Securities

Holders present in person or represented by proxy at the meeting are entitled to vote

on a “one-stapled security, one-vote” basis. The voting results of all votes cast in respect

of each resolution will also be instantaneously displayed on-screen at the meeting. The

detailed results setting out the number of votes cast for and against each resolution and

the respective percentages will be announced via SGXNET after the 2017 AGMs. The

detailed procedures for electronic poll voting would be explained at the 2017 AGMs.

An external firm is appointed as scrutineers for the 2017 AGMs voting process, which is

independent of the firm appointed to undertake the electronic poll voting process.

Corporate Values and Conduct of Business

The H-REITManager Board, HBT Trustee-Manager Board andManagement are committed

to conducting business with integrity and consistent with the highest standards of

business ethics, and in compliance with all applicable laws and regulatory requirements.

The Managers have adopted an internal code of business and ethical conduct which sets

out the business principles and practices with respect to matters which may have ethical

implications. The code provides a communicable and understandable framework for

employees of the Managers to observe principles such as honesty, integrity, responsibility

and accountability at all levels of the organisation and in the conduct of business in their

relationships with suppliers and amongst employees, including situations where there are

potential conflicts of interests.