CORPORATE GOVERNANCE REPORT
108
ANNUAL REPORT 2015
FRASERS HOSPITALITY TRUST
Prior to the commencement of the Prohibition Period, Directors, officers and employees will be reminded not to
trade during this period or whenever they are in possession of unpublished price sensitive information. Outside of the
Prohibition Period, any trades must be reported to the Board within 48 hours. Every quarter, each Director, officer or
employee is required to complete and submit a declaration form to the Compliance Officer to report any trades he/
she has made in Stapled Securities in the previous quarter and confirm that no trades were made during the Prohibition
Period. A quarterly report will be provided to the ARC Committee. Any non-compliance with the Dealing Policy such as
trading within the Prohibition Period will be reported to the ARC Committee for its review and instructions.
Conflicts of Interest
The REIT Manager has instituted the following procedures to deal with potential conflicts of interest issues:
•
The REIT Manager will not manage any other REIT which invests in the same type of properties as FH-REIT;
•
All key executive officers will be employed by the REIT Manager and will not hold executive positions in any
other entities;
•
All resolutions in writing of the REIT Manager Directors in relation to matters concerning FH-REIT must be
approved by a majority of the directors, including at least one director independent from management and
business relationships with the REIT Manager;
•
At least a majority of the REIT Manager Board shall comprise such independent directors;
•
In respect of matters in which a REIT Manager Director or his associates (as defined in the Listing Manual) has an
interest, direct or indirect, such interested director will abstain from voting. In such matters, the quorum must
comprise a majority of the REIT Manager Directors and must exclude such interested director;
•
In respect of matters in which FCL has an interest, direct or indirect, for example, in matters relating to:
–
potential acquisitions of additional properties or property-related investments by FH-REIT in competition
with FCL ; and/or
–
competition for tenants between properties owned by FH-REIT and properties owned by FCL,
any nominees appointed by FCL to the REIT Manager’s Board to represent its interests will abstain from
deliberations and voting on such matters. In such matters, the quorum must comprise a majority of the REIT
Manager Directors independent from management and business relationships with the REIT Manager and must
exclude nominee directors of FCL;
•
Save as to resolutions relating to the removal of the REIT Manager, the REIT Manager and its associates are
prohibited from voting or being counted as part of a quorum for any meeting of the holders of FH-REIT’s units
convened to approve any matter in which the REIT Manager and/or any of its associates has an interest, and
for so long as the REIT Manager is the manager of FH-REIT, the controlling shareholders of the REIT Manager
and of any of its associates are prohibited from voting or being counted as part of a quorum for any meeting
of the holders of FH-REIT units convened to consider a matter in respect of which the relevant controlling
shareholders of the REIT Manager and/or of any of its associates have an interest; and
•
It is also provided in the FH-REIT Trust Deed that if the REIT Manager is required to decide whether or not to take
any action against any person in relation to any breach of any agreement entered into by the REIT Trustee for
and on behalf of FH-REIT with an Interested Person (as defined in the Listing Manual) and/or, as the case may
be, an Interested Party (as defined in the Code of CIS) (collectively, a “
Related Party
”) of the REIT Manager, the
REIT Manager shall be obliged to consult with a reputable law firm (acceptable to the REIT Trustee) which shall
provide legal advice on the matter. If the said law firm is of the opinion that the REIT Trustee, on behalf of FH-
REIT, has a prima facie case against the party allegedly in breach under such agreement, the REIT Manager shall
be obliged to take appropriate action in relation to such agreement. The REIT Manager Directors will have a duty
to ensure that the REIT Manager so complies. Notwithstanding the foregoing, the REIT Manager shall inform the
REIT Trustee as soon as it becomes aware of any breach of any agreement entered into by the REIT Trustee for
and on behalf of FH-REIT with a Related Party of the REIT Manager and the REIT Trustee may take such action
as it deems necessary to protect the rights of the holders of FH-REIT units and/or which is in the interests of the
holders of FH-REIT units. Any decision by the REIT Manager not to take action against a Related Party of the REIT
Manager shall not constitute a waiver of the REIT Trustee’s right to take such action as it deems fit against such
Related Party.
