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ANNUAL REPORT 2015
FRASERS HOSPITALITY TRUST
CORPORATE GOVERNANCE REPORT
INTRODUCTION
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
”), The Trust Company (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 (“
Stapled Securities
”, and each a “
Stapled Security
”). Each Stapled Security,
consisting of one FH-REIT 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 (“
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 an amending and restating deed dated
20 June 2014 (“
FH-REIT Trust Deed
”). It 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
”) issued by the Monetary Authority
of Singapore (“
MAS
”) to carry out REIT management activities as required under the licensing regime for REIT managers
under the Securities and Futures Act (“
SFA
”).
FH-BT is a business trust constituted in Singapore by a trust deed dated 20 June 2014 (“
FH-BT Trust Deed
”, and
together with the FH-REIT Trust Deed and the Stapling Deed, the “
Trust Deeds
”) made by the Trustee-Manager. FH-BT
is registered as a business trust under the Business Trusts Act, Chapter 31A of Singapore (the “
BTA
”). FH-BT has been
dormant since it was listed.
The Managers are wholly-owned subsidiaries of Frasers Centrepoint Limited (“
FCL
”).
Due to the different legislative and regulatory requirements in relation to a REIT as compared with a business trust, the
corporate governance procedures and disclosure requirements in relation to a 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 (“
CG 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.
BOARD MATTERS
Principle 1:
The Board’s Conduct of Affairs
The REIT Manager and the Trustee-Manager have their own boards of directors. The board of directors of each of the
REIT Manager and the Trustee-Manager comprise the same persons.
The Trustee-Manager has general powers of management over the business and assets of FH-BT and its main
responsibility is to manage FH-BT’s assets and liabilities for the benefit of the holders of FH-BT units as a whole.
