Corporate governance

Corporate governance

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"), 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 Mainboard 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"). FHREIT is a collective investment scheme under the Securities and Futures Act, Chapter 289 of Singapore (the "SFA").

The REIT Manager has been issued a Capital Markets Services Licence ("CMS Licence") by the Monetary Authority of Singapore ("MAS") under the licensing regime for REIT managers under the SFA to conduct REIT management activities.

FH-BT is a business trust constituted in Singapore by a trust deed dated 20 June 2014, and 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 are wholly-owned subsidiaries of Frasers Property Limited ("Frasers Property").

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.

The Managers ensure that the business of FHT is carried on and conducted in a proper and efficient manner adhering to the principles and guidelines of the Code of Corporate Governance 2012 (the "CG Code") and other applicable laws and regulations, including the listing rules of SGX-ST, the Code on Collective Investment Schemes (the "Code on CIS"), the BTA and the SFA.

The Managers are committed to high standards of corporate governance in the business and operations of FHT for the benefit of the holders of the Stapled Securities. This corporate governance report provides an insight on the Managers' corporate governance framework and practices in compliance with the principles and guidelines of the CG Code. Deviations from the CG Code are explained.

Corporate governance report - for the year ended 30 September 2018
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