98 / 212
REPORTS
HBT TRUST PROPERTY PROPERLY ACCOUNTED FOR
To ensure that the HBT Trust Property is properly accounted for and is kept distinct from the property held by the HBT
Trustee-Manager in its own capacity, the accounting records of HBT are kept separate and distinct from the accounting
records of the HBT Trustee-Manager. Different bank accounts are maintained for the HBT Trustee-Manager in its capacity
as trustee-manager of HBT and in its own capacity. Regular internal reviews are also carried out to ascertain that all HBT
Trust Property has been fully accounted for.
Each of the financial statements of HBT and HBT Trustee-Manager are approved by the HBT Trustee-Manager Directors
on a quarterly basis and are duly audited by external auditors on an annual basis to ensure that the HBT Trust Property is
properly accounted for and the HBT Trust Property is kept distinct from the property of the HBT Trustee-Manager held in
its own capacity.
ADHERENCE TO BUSINESS SCOPE
The HBT Trustee-Manager Board reviews and approves all authorised businesses undertaken by HBT so as to ensure its
adherence to the business scope under the HBT Trust Deed. Such authorised businesses include:
(i)
the investment in, development of, operation of and/or management of real estate and real estate related assets
and all activities, concerns, functions and matters reasonably incidental thereto;
(ii)
acquisition, disposition, ownership, management, operation, finance leasing and leasing of real estate and real
estate related assets and all activities, concerns, functions and matters reasonably incidental thereto; and
(iii) any business, undertaking or activity associated with, incidental and/or ancillary to the carrying on of the businesses
referred to in paragraphs (i) and (ii),
whether directly, indirectly through subsidiaries or in the form of joint ventures together with other parties.
Management provides regular updates to the HBT Trustee-Manager Board and the Audit and Risk Committee about
potential projects that it is looking into on behalf of HBT and the HBT Trustee-Manager Board, and the Audit and Risk
Committee ensures that all such projects are within the permitted business scope under the HBT Trust Deed. Prior to the
carrying out of any significant business transactions, the HBT Trustee-Manager Board, the Audit and Risk Committee and/
or management will have careful regard to the provisions of the HBT Trust Deed and when in doubt, will seek advice from
professional advisors.
POTENTIAL CONFLICTS OF INTEREST
The HBT Trustee-Manager is not involved in any other businesses other than managing HBT. All potential conflicts of
interest, as and when they arise, will be identified by the HBT Trustee-Manager Board and management, and will be
reviewed accordingly.
As the HBT Trustee-Manager is an indirect wholly-owned subsidiary of Millennium & Copthorne Hotels plc
(the "
Sponsor
"), being the sponsor and controlling unitholder of HBT, there may be potential conflicts of interest between
HBT, the HBT Trustee-Manager and the Sponsor.
The HBT Trustee-Manager has instituted, among others, the following procedures to deal with issues of conflicts of
interest:
• The HBT Trustee-Manager Board comprises four independent Directors who do not have management or business
relationships with the HBT Trustee-Manager and are independent from the substantial shareholders of the HBT
Trustee-Manager. The independent Directors form the majority of the HBT Trustee-Manager Board. This allows the
HBT Trustee-Manager Board to examine independently and objectively, any potential issue of conflicts of interest
arising between the HBT Trustee-Manager in its own capacity and the HBT Unitholders as a whole.
STATEMENT OF POLICIES AND PRACTICES IN RELATION TO
THE MANAGEMENT AND GOVERNANCE OF CDL HOSPITALITY
BUSINESS TRUST
96