Frasers Hospitality Trust ("FHT") is a stapled group comprising Frasers Hospitality Real Estate Investment Trust ("FH-REIT") and Frasers Hospitality Business Trust ("FH-BT").
The units in FH-REIT and the units in FH-BT are stapled together under the terms of a stapling deed dated 20 June 2014 ("Stapling Deed") entered into between Frasers Hospitality Asset Management Pte. Ltd., as manager of FH-REIT ("REIT Manager"), Perpetual (Asia) Limited, as trustee of FH-REIT ("REIT Trustee"), and Frasers Hospitality Trust Management Pte. Ltd., as trustee-manager of FH-BT ("Trustee-Manager", and together with the REIT Manager, the "Managers" and each, the "Manager"), to form stapled securities in FHT ("Stapled Securities", and each a "Stapled Security"). Each Stapled Security, consisting of one FH-REIT unit and one FH-BT unit, is treated as a single instrument. The Stapled Securities are listed on the Main Board of the Singapore Exchange Securities Trading Limited (the "SGX-ST").
FH-REIT is a real estate investment trust ("REIT") constituted in Singapore by a trust deed dated 12 June 2014 made between the REIT Manager and the REIT Trustee (as amended and restated by a first amending and restating deed dated 20 June 2014, and as further amended, restated and/or supplemented from time to time) (the "FH-REIT Trust Deed"). FH-REIT is a collective investment scheme under the Securities and Futures Act, Chapter 289 of Singapore (the "SFA").
FH-BT is a business trust constituted in Singapore by a trust deed dated 20 June 2014 (as further amended, restated and/or supplemented from time to time) (the "FH-BT Trust Deed", and together with the FH-REIT Trust Deed and the Stapling Deed, the "Trust Deeds"). FH-BT is registered as a business trust under the Business Trusts Act, Chapter 31A of Singapore (the "BTA").
FH-BT was activated on 19 October 2016 to act as master lessee of "Novotel Melbourne on Collins" under a master lease agreement (the "Melbourne Master Lease Agreement") entered into between FH-BT NMCS Operations Pty Ltd (an indirectly wholly-owned subsidiary of FH-BT) and The Trust Company (PTAL) Limited, as trustee for FHT Melbourne Trust 1 (an indirectly wholly-owned sub-trust of FH-REIT). The Melbourne Master Lease Agreement is an internal arrangement within the FHT stapled group.
The Managers comply with the principles of the Code of Corporate Governance 2018 (the "CG Code") in line with their obligations under the listing rules of the SGX-ST (the "Listing Rules"). The REIT Manager also complies with the CG Code in accordance with its obligations under the Guidelines to All Holders of a Capital Markets Services Licence for Real Estate Investment Trust Management (Guideline No: SFA04–G07) issued by the Monetary Authority of Singapore ("MAS"). The practices and activities of the Board of Directors of each of the Managers (collectively the "Boards") and the management of the Managers (collectively the "Management") adhere closely to the provisions under the CG Code.
To the extent the practices may vary from any provision of the CG Code, the Managers will explain the reason for the variation and how the practices nevertheless are consistent with the intent of the relevant principle of the CG Code. The Managers are also guided by the voluntary Practice Guidance which was issued to complement the CG Code and which sets out best practices for issuers; as this will build investor and stakeholder confidence in FHT and the Managers. A summary of compliance with the express disclosure requirements in the principles and provisions of the CG Code is set out on pages 130 to 131.
Due to the different legislative and regulatory requirements in relation to a REIT as compared to a business trust, the corporate governance procedures and disclosure requirements in relation to the REIT Manager are different from those in relation to the Trustee-Manager, and where appropriate, we have highlighted them below.
FHT is a signatory to the 2019 Corporate Governance Statement of Support initiated by the Securities Investors Association (Singapore) where FHT has pledged its continued commitment to uphold high standards in corporate governance.Corporate governance report 2020