FRASERS HOSPITALITY TRUST ANNUAL REPORT 2015
125
Under Regulation 12(1) of the BTR, the Trustee-Manager Board is required to comprise:
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relationships with the Trustee-Manager;
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relationships with the Trustee-Manager and from every Substantial shareholder of the Trustee-Manager; and
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of the Trustee-Manager.
The Trustee-Manager Board consists of seven members, four of whom are Independent Directors for the purposes of
the BTA, being independent from management and business relationships with the Trustee-Manager and from every
Substantial Shareholder of the Trustee-Manager.
They are:
Mr Law Song Keng
(Chairman and Independent Director)
Mr Chua Phuay Hee
(Independent Director)
Mr Liew Choon Wei
(Independent Director)
Dr David Wong See Hong
(Independent Director)
Mr Panote Sirivadhanabhakdi
(Non-Executive Director)
Mr Lim Ee Seng
(Non-Executive Director)
Mr Choe Peng Sum
(Non-Executive Director)
In addition to compliance with requirements under the BTA, the composition of the Trustee-Manager Board is
determined using the following principles:
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None of the Trustee-Manager Directors would, by definition under the BTR, be independent from a Substantial
Shareholder as the Managers are wholly-owned subsidiaries of the Sponsor.
However, due to the structure of FHT, appointing a Trustee-Manager Board which is the same as the REIT Manager
Board would avoid any differences or deadlock in the operation of FHT. Operationally, the structure of FHT would
require a high degree of co-operation between the Managers.
The MAS has granted an exemption from the requirement under Regulations 12(1)(a) and 12(1)(b) of the BTR to
the extent that Regulations 12(1)(a) and 12(1)(b) require the Trustee-Manager Directors to (a) be independent from
management and business relationships with the Trustee-Manager and (b) be independent from management and
business relationships with the Trustee-Manager and from every Substantial Shareholder of the Trustee-Manager,
namely, the Sponsor, subject to the following conditions:
(i)
the Trustee-Manager shall ensure that the FH-BT Units remain stapled to the FH-REIT Units;
(ii)
the Trustee-Manager shall ensure that, in relation to the composition of the Trustee-Manager Board:
(1)
the Trustee-Manager Directors are also the REIT Manager Directors;
(2)
at least a majority of the Trustee-Manager Directors shall be independent frommanagement and business
relationships with the Managers; and
(3)
at least one-third of the Trustee-Manager Directors shall be independent frommanagement and business
relationships with the Managers and from every Substantial Shareholder of the Managers; and
(iii) the Stapling Deed shall contain covenants binding the Managers to exercise all due diligence and vigilance to
safeguard the rights and interests of the Stapled Securityholders in the event of a conflict between the interests
of the Managers and their respective shareholders, and that of the Stapled Securityholders.
The composition of the Trustee-Manager Board will be reviewed regularly to ensure that the Trustee-Manager Board
has the appropriate mix of expertise and experience.
STATEMENT ON COMPOSITION OF THE BOARD OF DIRECTORS
