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REPORTS
• Employees, if any, are directly employed by the HBT Trustee-Manager.
• All resolutions in writing of the HBT Trustee-Manager Directors in relation to matters concerning HBT must be
approved by all the HBT Trustee-Manager Directors.
• In respect of matters in which the Sponsor and/or its subsidiaries has an interest, direct or indirect, any nominees
appointed by the Sponsor and/or its subsidiaries to the HBT Trustee-Manager Board to represent its/their
interests will abstain from voting. In such matters, the quorum shall comprise a majority of the independent HBT
Trustee-Manager Directors and shall exclude nominee directors of the Sponsor and/ or its subsidiaries.
• In respect of matters in which a HBT Trustee-Manager Director or his Associates (as defined in the Listing Manual)
has an interest, direct or indirect, such interested Director shall abstain from voting. In such matters, the quorum
must comprise a majority of the HBT Trustee-Manager Directors and must exclude such interested director.
• Where matters concerning HBT relate to transactions to be entered into by the HBT Trustee-Manager for and
on behalf of HBT with an interested person of the HBT Trustee-Manager or HBT (which would include relevant
associates thereof), the Audit and Risk Committee is required to consider the terms of such transactions (except
transactions under agreements which are deemed to have been specifically approved by HBT Unitholders upon
purchase of HBT Units) to satisfy itself that such transactions are conducted on normal commercial terms, are not
prejudicial to the interests of HBT and the HBT Unitholders, and are in compliance with all applicable requirements
of the Listing Manual and the BTA relating to the transactions in question. If the HBT Trustee-Manager is to sign
any contract with an interested person of the HBT Trustee-Manager or HBT (except transactions under agreements
which are deemed to have been specifically approved by HBT Unitholders upon purchase of HBT Units), the HBT
Trustee-Manager will review the contract to ensure that it complies with the provisions of the Listing Manual and
the BTA relating to interested person transactions (as may be amended from time to time) as well as any other
guidelines as may from time to time be prescribed to apply to business trusts.
PRESENT AND ONGOING INTERESTED PERSON TRANSACTIONS
(i) Exempted Agreements
The fees and charges payable by HBT to the HBT Trustee-Manager under the HBT Trust Deed are considered
interested person transactions which are deemed to have been specifically approved by the HBT Unitholders upon
their purchase of the HBT Units, to the extent that there are no subsequent changes to the rates and/or bases of the
fees charged thereunder which will adversely affect HBT.
(ii) Future Interested Person Transactions
Depending on the materiality of the transaction, HBT may make a public announcement of or obtain prior approval
of the HBT Unitholders for such a transaction. If necessary, the HBT Trustee-Manager Board may make a written
statement in accordance with the resolution of the HBT Trustee-Manager Board and signed by at least two HBT
Trustee-Manager Directors on behalf of the HBT Trustee-Manager Board certifying that, inter alia, such interested
person transaction is not detrimental to the interests of the HBT Unitholders as a whole, based on the circumstances
at the time of the transaction.
The HBT Trustee-Manager may, in future, seek an annual general mandate from the HBT Unitholders for recurrent
transactions of revenue or trading nature or those necessary for the day-to-day operations with interested persons,
and all transactions would then be conducted under such a general mandate for that relevant financial year. In
seeking such an annual general mandate, the HBT Trustee-Manager may appoint an independent financial advisor
to render an opinion as to whether the methods or procedures for determining the transaction prices contemplated
under the annual general mandate are sufficient, in an effort to ensure that such transactions will be carried out on
normal commercial terms and will not be prejudicial to the interests of HBT and the HBT Unitholders.
STATEMENT OF POLICIES AND PRACTICES IN RELATION TO
THE MANAGEMENT AND GOVERNANCE OF CDL HOSPITALITY
BUSINESS TRUST
97
Annual Report 2016