99
ANNUAL REPORT 2015
FRASERS HOSPITALITY TRUST
The Board comprises seven members, the majority of whom are Independent Non-Executive Directors. All Board
members are non-executive Directors.
Directors exercise their judgement independently and objectively in the interests of all Stapled Securityholders as a
whole.
The REIT Manager’s Nominating Committee determines the independence of the Directors annually based on the
definitions and the guidelines of independence set out in and in accordance with the CG Code. In its review for the
financial year ended 30 September 2015, the Board determined the following with respect to the independence of
directors:
Mr Law Song Keng
Independent
Mr Chua Phuay Hee
Independent
Mr Liew Choon Wei
Independent
Dr David Wong See Hong
Independent
Mr Panote Sirivadhanabhakdi
Non-Independent
Mr Lim Ee Seng
Non-Independent
Mr Choe Peng Sum
Non-Independent
The Board is of the view that the current size and composition of the Board is appropriate for the scope and nature of
the operations of the Managers and FHT and facilitates effective decision-making. In line with the CG Code, the Board
is also of the view that the current size of the Board is not so large as to be unwieldy. In this regard, the Board has
taken into account the requirements of the business of the Managers and FHT and the need to avoid undue disruptions
from changes to the composition of the Board, the REIT’s Manager’s Nominating Committee and the REIT Manager’s
ARC Committee. The Board considers that its present size, composition and balance between Non-Executive and
Independent Directors, are appropriate and allows for a balanced exchange of views, robust deliberations and debates
among members, and effective oversight over Management. The current composition gives the Board the ability to
consider and make decisions objectively and independently on issues relating to FHT and the Managers. Under the
current composition, no one individual or group dominates the Board’s decisions or its process.
The composition of the Board is reviewed regularly to ensure that the Board has the appropriate size and mix of
expertise and experience. There is a strong and independent element on the Board.
With the background, skills, experience and core competencies of its members, the Board collectively has the critical
skills and expertise needed in the strategic direction and planning of the business of FHT. The diversity of skills, expertise
and experience of its members bring to the Board independent and objective perspective, thereby enabling balanced
and well-considered decisions to be made.
Principle 3:
Chairman and Chief Executive Officer
The roles of the Chairman and the CEO of the REIT Manager (the latter being also the CEO of the Trustee-Manager) are
separate to ensure an appropriate balance of power and authority. The levels of authority and the approval limits under
the MOA reflects such a separation. This separation of roles promotes greater accountability from Management and
allows the Board to exercise its independence in its oversight of and deliberations with Management. The Chairman,
who is an independent and a non-executive director, is not related to the CEO. There is no business relationship
between him and the CEO.
The Chairman leads the Board and ensures its effectiveness by, among other things, steering effective, productive and
comprehensive discussions amongst Board members and the Management team on strategic, business and other
key issues pertinent to the business and operations of FHT and the Managers. With the full support of the Board, the
Company Secretary and Management, the Chairman spearheads the Managers’ drive to promote, attain and maintain
high standards of corporate governance and transparency.
The CEO has full executive responsibilities over the business direction and operations of the Managers, and is
responsible for the execution of the Board’s adopted strategies and policies. The CEO leads the Management team in
the management of FHT and is accountable to the Board for the conduct and performance of the Management team.
CORPORATE GOVERNANCE REPORT
