97
ANNUAL REPORT 2015
FRASERS HOSPITALITY TRUST
The MAS has granted the Trustee-Manager an exemption from compliance with Sections 10(2)(a) and 11(1)(a) of the BTA
to act in the best interests of the holders of FH-BT unit holders only, subject to (i) the FH-BT units remaining stapled
to the FH-REIT units and (ii) the Trustee-Manager and the Trustee-Manager Directors acting in the best interests of all
Stapled Securityholders as a whole.
FH-BT is currently dormant. For as long as FH-BT is dormant, the primary role of the Trustee-Manager Board will be to
ensure that the Trustee-Manager complies with the requirements under the Listing Manual, the BTA and the Business
Trust Regulations 2005 (“
BTR
”) (except where waivers have been obtained) as well as the FH-BT Trust Deed and the
Stapling Deed.
The REIT Manager has general powers of management over the assets of FH-REIT. Its main responsibility is to manage
FH-REIT’s assets and liabilities for the benefit of the holders of FH-REIT units and is responsible for formulating the
business plans in relation to FH-REIT’s properties.
The REIT Manager Board oversees the business affairs of FH-REIT and the REIT Manager, and assumes responsibility for
their strategic direction and plans. In carrying out its responsibilities, the REIT Manager Board is involved strategically in
the establishment of performance objectives for both FH-REIT and the REITManager, financial planning, budget creation
and monitoring, material operational initiatives, investment and asset enhancement initiatives, financial and operational
performance reviews, the establishment of risk management practices and risk monitoring, and establishment and
monitoring of corporate governance and compliance practices.
The REIT Manager Board is assisted in its financial reporting, corporate governance and risk management responsibilities
by the Audit, Risk and Compliance Committee (the “
ARC Committee
”). A Nominating Committee (“
Nominating
Committee
”) also assists the REIT Manager Board in succession planning and reviewing independence of directors.
More information on the ARC Committee and Nominating Committee can be found in this Report.
The Managers’ Boards meet at least once every quarter and on such other occasions that necessitate their involvement.
The Managers’ Articles of Association allows for such meetings to be conducted via telephone, video conference or
any other form of electronic or instantaneous communication. Where required, time is set aside after scheduled Board
meetings for discussions amongst the members of the Managers’ Boards without the presence of Management, in line
with the guidelines of the CG Code, as this facilitates a more effective check on Management.
The number of Board, REIT Manager Nominating Committee and REIT Manager ARC Committee meetings held for
the financial period from 14 July 2014 (date of listing) to 30 September 2015 (“
the financial period
”), as well as the
attendance of each Board member at these meetings, are set out below:
Directors’ Attendance at REIT Manager’s Board and Board Committee Meetings held during the financial period
Director
Board
Meetings
Nominating
Committee
Meetings
ARC
Committee
Meetings
Mr Law Song Keng
5/5
1/1
4/4
Mr Chua Phuay Hee
5/5
–
–
Mr Liew Choon Wei
5/5
1/1
4/4
Dr David Wong See Hong
5/5
–
4/4
Mr Panote Sirivadhanabhakdi
3/5
1/1
–
Mr Lim Ee Seng
5/5
–
–
Mr Choe Peng Sum
5/5
–
–
CORPORATE GOVERNANCE REPORT
