FRASERS HOSPITALITY TRUST ANNUAL REPORT 2015
123
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an interest, direct or indirect, such interested director will abstain from voting. In such matters, the quorummust
comprise a majority of the Trustee-Manager Directors and must exclude such interested director;
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Sponsor to the Trustee-Manager Board to represent its/their interests will abstain from voting. In such matters,
the quorum must comprise a majority of the Independent Trustee-Manager Directors and must exclude any
nominee directors of the Sponsor; and
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Manager for and on behalf of FH-BT with a Related Party of the Trustee-Manager (which would include relevant
associates thereof) or FH-BT, the Trustee-Manager Board is required to consider the terms of the transactions to
satisfy itself that the transactions are conducted on normal commercial terms, are not prejudicial to the interests
of FH-BT and Stapled Securityholders and are in compliance with all applicable requirements of the Listing
Manual and the BTA relating to the transaction in question. If the Trustee-Manager is to sign any contract with
a Related Party of the Trustee-Manager or FH-BT, the 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 by
the MAS and SGX-ST that apply to business trusts.
It should be noted that under Section 6(3) of the BTA, the Trustee-Manager is prohibited from carrying on any business
other than the management and operation of FH-BT as its trustee manager.
FEES PAYABLE TO THE TRUSTEE-MANAGER
Management Fee
The Trustee-Manager shall be entitled under the FH-BT Trust Deed to:
(i)
a management fee comprising a Base Fee of 0.3% per annum of the value of the FH-BT Trust Property; and
(ii)
a Performance Fee of 5.5% of the aggregate Distributable Income of FHT in the relevant financial year (calculated
before accounting for the REIT Performance Fee and the BT Performance Fee);
payable in the event that FH-BT becomes active.
There should be no double-counting of fees. In the event that both the Trustee-Manager and the REIT Manager
are entitled to the Performance Fee, such fees payable to both the Trustee-Manager and the REIT Manager will be
apportioned based on the respective proportionate contributions of FH-REIT and FH-BT in the Performance Fee. For
the avoidance of doubt, the maximum Performance Fee payable to both the Trustee-Manager and the REIT Manager
collectively is 5.5% per annum of the aggregate Distributable Income of FHT in the relevant financial year (calculated
before accounting for the Performance Fee but after accounting for the Base Fee).
For the purpose of calculating the management fee, if FH-BT holds only a partial interest in an investment from which
such profit is derived, such profit shall be pro-rated in proportion to the partial interest held.
The management fee is payable to the Trustee-Manager in the form of cash and/or Stapled Securities or, as the case
may be, FH-BT Units as the Trustee-Manager may elect.
Trustee Fee
Under the FH-BT Trust Deed, 0.1% per annum of the value of the FH-BT Trust Property and subject to a minimum fee
of SGD 10,000 per month, if any, shall be paid to the Trustee-Manager as trustee fees, provided that the value of the
FH-BT Trust Property is at least SGD 50.0 million and FH-BT is active.
For the period under review, no management fee and trustee fee were paid to the Trustee-Manager as FH-BT remained
dormant.
STATEMENT ON THE POLICIES AND PRACTICES IN RELATION TO
THE MANAGEMENT AND GOVERNANCE OF THE TRUST
