CORPORATE
GOVERNANCE
REPORT

Banyan Tree Holdings Limited (“BTH” or the “Company”, and together with its subsidiaries, the “Group”) is committed to observing and maintaining high standards of corporate governance and sound corporate practices to promote accountability, transparency and shareholders’ value.

This report sets out BTH’s main corporate governance practices which comply with the principles of the Code of Corporate Governance 2018 (the “Code”) issued in August 2018 and which adhere closely to the provisions under the Code. The preparation of this report was also guided by the voluntary Practice Guidance which was issued to complement the Code and which sets out best practice standards for companies.

In the financial year ended 31 December 2021 (“FY2021“), the ongoing COVID-19 pandemic continues to have an impact on the Group’s business and operations albeit to a lesser degree as countries are gradually relaxing the travel border restrictions. The Board, together with Management, continues to manage the business operations prudently and undertakes appropriate risk monitoring and mitigation measures against the impact that the COVID-19 pandemic has on the Group’s operations and its assets and liabilities.

(A) Board Matters

Principle 1: Board’s Conduct of its Affairs

^1. The Board oversees the Company’s business and its performance, working with Senior Management to achieve the Group’s strategic objectives and long-term success, and ensuring that the necessary resources are in place to meet these objectives. The Board’s principal functions include providing leadership, formulation of the Group’s strategic direction, setting its values and ethics, standards of conduct and organisational culture and reviewing financial performance and risk matters including annual budgets, financial plans, major investments, divestments and fund-raising exercises. The Board also holds Management accountable for its performance The Board reviews the adequacy and effectiveness of internal controls including financial, operational, compliance and information technology controls, and the risk management framework of the Group to effectively monitor and manage risks. The Board approves remuneration policies and guidelines as well as succession planning for the Board and Management, including the appointment and re-appointment of Directors, and ensuring the Group’s compliance with all laws and regulations as may be relevant to its businesses as well as proper accountability within the Company. The Board also regards sustainable development as a core strategic approach of the Group. The Board acts as the governing body by approving the material Environmental, Social and Governance (“ESG”) factors and providing oversight and input on the progress of performance against set targets. Please refer to the Sustainability Report 2021 for the continual progress made in the Group’s commitment to sustainability and addressing ESG concerns in its business operations.

^2. During FY2021, the Board worked closely with Management in monitoring and reviewing impact on the business and financial performance posed by the COVID-19 pandemic.

^3. The Group has adopted a set of internal controls and guidelines setting out the financial authorisation and approval limits for borrowings, acquisitions and disposals of investments, and operating and capital expenditures. The Board’s approval is required for transactions where the value of these transactions exceeds the approval limits. In addition, matters such as, inter alia, the issue of shares, dividend distributions and other returns to shareholders, the Group’s strategies and objectives, and the announcement of periodic and full-year results also require the Board’s approval. The Board decides on matters that require its approval and communicates this clearly to Management in writing.

^4. Prior to 20 May 2021, there were two Board Committees, namely the Audit and Risk Committee (“ARC”) and the Nominating and Remuneration Committee (“NRC”). On 20 May 2021, the NRC was re-constituted into two separate Board Committees, the Nominating Committee (“NC”) and the Remuneration Committee (“RC”). All these Board Committees are constituted with defined written Charters to assist the Board in the execution of its responsibilities. These Charters set out the compositions, authorities and duties of the Board Committees (including reporting back to the Board), and are reviewed on a periodic basis to ensure their continued relevance. The members of the ARC, NRC (prior to 20 May 2021) and RC (on and after 20 May 2021) comprise only Independent Directors. The members of the NC (on and after 20 May 2021), save for Mr Ho KwonPing, the Executive Chairman of the Board who was appointed to the NC on 20 May 2021, are all Independent Directors.

^5. The Board and the Board Committees conduct regular scheduled meetings, at which Directors actively participate in discussing and deliberating on matters requiring their attention and decision. Directors facing conflicts of interest recuse themselves from discussions and decisions involving the issues of conflict. All Board and Board Committee meetings are scheduled in advance of each calendar year in consultation with the Directors and notified to all Board Members before the start of that calendar year. Ad-hoc meetings are convened when circumstances require. The Independent Directors also set aside time to meet, without the presence of Management and the Non-Independent Directors, to review performance of Management in meeting the goals and objectives of the Company, after which the Lead Independent Director will provide any relevant feedback to the Executive Chairman. Where necessary, the Directors also participate in Board meetings via telephonic attendance and video conferencing, as permitted under the Constitution of the Company (the “Constitution”). Directors with multiple board representations ensure that sufficient time and attention are given to the affairs of the Company. Details of each Director’s attendance at Board and Board Committee meetings as well as the Annual General Meeting of the Company (“AGM”) held during FY2021 are provided in Table 1 below:

Table 1*

Board Members	Board	ARC	NRC*	NC	RC	AGM
No. of Meetings Held	4	5	2	2	2	1
Ho KwonPing	4/4	-	-	2/2	-	1/1
Ho Ren Hua	4/4	-	-	-	-	1/1
Timothy Chia Chee Ming¹	4/4	-	2/2	2/2	-	1/1
Tan Chian Khong²	4/4	4/5	-	-	-	1/1
Arnoud Cyriel Leo De Meyer³	4/4	-	1/2 (Observer)	2/2	2/2	1/1
Lien Choong Luen⁴	3/4	3/5	-	-	-	-
Parnsiree Amatayakul⁴	3/4	-	-	-	-	-
Karen Tay Koh⁵	4/4	5/5	1/2 (Observer)	2/2 (Observer)	2/2	1/1
Ding ChangFeng	2/4	-	-	-	-	-
Paul Beh Jit Han⁶	4/4	-	2/2	2/2	2/2	1/1
Gaurav Bhushan	4/4	-	-	-	-	1/1
Jason Chew Van Hoong	4/4	-	-	-	-	1/1
Mohamed Al-Hashmi (Alternate Director to Jason Chew Van Hoong)	-	-	-	-	-	-
Fang Ai Lian⁷	1/4	2/5	-	-	-	1/1
Chan Heng Wing⁷	1/4	-	1/2	-	-	1/1
Tham Kui Seng⁷	1/4	2/5	-	-	-	1/1

Mr Timothy Chia Chee Ming retired as a Director on 31 December 2021.
Mr Tan Chian Khong was appointed as Director on 28 January 2021 and as the Chairman of ARC on 28 April 2021. Mr Tan Chian Khong was re-designated as Lead Independent Director and appointed as a member of the NC on 31 December 2021.
Mr Arnoud Cyriel Leo De Meyer was appointed as Director on 28 January 2021 and a member of NC and RC from 20 May 2021.
Mr Lien Choong Luen and Ms Parnsiree Amatayakul were appointed as Directors on 28 April 2021, following the completion of the 2021 AGM held on the same day. Mr. Lien Choong Luen was also appointed as a member of ARC on 28 April 2021.
Ms Karen Tay Koh was appointed as the Chairperson of RC on 20 May 2021.
Mr Paul Beh Jit Han was appointed as the Chairman of NC and a member of RC on 20 May 2021
Ms Fang Ai Lian, Mr Chan Heng Wing and Mr Tham Kui Seng retired as Directors at the conclusion of the 2021 AGM on 28 April 2021.

The NRC was re-constituted into separate NC and RC with effect from 20 May 2021.

^6. Upon appointment, each new Director is issued with a formal letter of appointment along with materials pertaining to his obligations in relation to disclosure of interests in securities, conflicts of interest and restrictions on dealings in securities. An orientation programme is conducted for new Directors to familiarise themselves with the Group’s businesses, operations, strategic directions, and organisation structure and to be acquainted with Management. Each new Director will also receive information on the relevant policies and procedures of the Group and the Board meeting schedule for the year, as well as a brief of the routine agenda for each Board and Board Committee meeting. When a Director is appointed to a Board Committee, a copy of the Charter of the Board Committee is provided. The NC ensures that each new Director is aware of his/her directorship duties and obligations.

^7. A Director who has no prior experience as a director of an SGX-listed company is required to undergo training in the roles and responsibilities of a director of a listed issuer as prescribed by the SGX-ST. Mr De Meyer, Ms Parnsiree and Mr Lien had been registered to undergo the requisite training by Singapore Institute of Directors (“SID”) the soonest possible in 2022. In the period of 2021, the Company had various review and consultation sessions with the Board on the Group’s business, operations and strategic affairs which were arranged sensibly amidst the COVID-19 pandemic impact. In addition, orientation programmes and sustainability reviews were also conducted between the Management and the three of them. The Company will similarly assist with the registration of all directors for the new sustainability training module to be conducted by SID when the training schedule is published.

^8. The Company also provides the Board with updates on developments in laws and regulations or changes in regulatory requirements and financial reporting standards, which are relevant to or may affect the Group’s businesses. The Directors have been periodically updated on various aspects of the Group’s operations through briefings, informal discussions and meetings with Management.

^9. The Directors are provided with Board Papers by Management in advance of each Board and Board Committee meeting to enable them to be properly informed of matters to be discussed and/or approved, to enable the Directors to make informed decisions and discharge their responsibilities and duties. These include reports relating to the financial and operational performance of the Group as well as other matters for the decision or information of the Board. The Directors are also provided with additional information and reports (upon request) which will enable them to have a better understanding of the Group’s business and strategies, the operating environment and the risks faced by the Group.

^10. Management provides the Board with management accounts and explanations and information on an on-going basis and as the Board may require from time to time, enabling the Board to make a balanced assessment of and informed decisions on the Company’s and the Group’s performance, position and prospects, and to discharge its duties and responsibilities. Such information consists of consolidated profit and loss accounts, operating profit, and pre-tax profit by the various business segments comparing BTH’s actual performance against the budgets, together with explanations for significant variances. The Directors may also, at any time, request further information or meetings with Management on the Group’s operations.

^11. The Board, through its results announcements, aims to provide shareholders with a balanced and clear assessment of the Group’s performance and prospects on a periodic basis. The Board also ensures timely and full disclosure of material corporate developments to shareholders.

^12. The Board reviews and approves the results as well as the relevant announcement before their release on SGXNET. The Board also reviews legal and regulatory compliance reports from Management to ensure that the Group complies with the relevant regulatory requirements.

^13. In the interest of sustainability, the Board Papers for all Board and Board Committee meetings are electronically distributed in advance of these meetings for the Board’s review and consideration.

^14. Each Director has separate and independent access to Management and the Company Secretary. The Company Secretary attends all Board and Board Committee meetings, ensuring that Board procedures are observed and that applicable rules and regulations are complied with. He is responsible for, among other things, advising the Board on corporate and administrative matters as well as all matters relating to corporate governance. The appointment and the removal of the Company Secretary is a matter for the Board as a whole.

^15. The Directors have separate and independent access to independent experts and professional advice as and when necessary to enable them (including the Independent Directors) to discharge their responsibilities effectively and such costs are borne by the Company.

^16. In the Singapore Governance and Transparency Index 2021 – General Category, prepared by the Centre for Governance, Institutions and Organisations of the National University of Singapore’s Business School (“CGIO”), BTH ranked 71 out of a total of 519 companies (excluding 261 companies) listed on the SGX-ST which formed the basis of the CGIO’s survey and ranking. BTH was placed on the SGX Fast Track programme since the inception of the programme in 2018. SGX Fast Track was introduced on 4 April 2018 in recognition of the efforts and achievements of listed issuers which have upheld high standards of corporate governance and maintained a good compliance track record.

Principle 2: Board Composition and Guidance

^1. As at the date of this report, the Board comprises 11 Directors (excluding one alternate director), majority of whom are Independent Directors. As such, there is a strong and independent element on the Board. Please see the list of Independent and Non-Independent Directors on page 81 of the Annual Report for FY2021 (“Annual Report”).

^2. Each year, the NC reviews the appropriate size, level of independence and diversity of thought and background in the composition of the Board and Board Committees ensuring that each member has the expertise, skills and attributes to discharge his/her responsibilities effectively. The NC also ensures that there is an appropriate number of Independent Directors for the Board and each Board Committee. Having considered the nature and scope of the Group’s businesses and the regulatory requirements, the NC and the Board are of the opinion that the current composition and size of the Board and its Board Committee are appropriate and adequate.

^3. The Company has adopted a Diversity Policy which sets the framework for promoting diversity on the Board, recognising that it would enhance the Board’s decision-making process. The diversity which includes different skillsets, functional and industry expertise, international experience, gender, age, tenure, independence, ethnicity and culture, and other relevant factors, would provide various perspectives to the Board and thus better support the Company’s achievement of its strategic objectives, business requirements, risk management and internal controls.

^4. The Group has a diverse Board of Directors with regional and international experience as well as expertise in a variety of disciplines and related fields. In FY2021 as part of the Board’s rejuvenation process, new Directors with experience in sustainability, digital and technology joined the Board. The Company has engaged with the Directors in these areas of expertise to assist in, amongst others, the formulation and implementation of business objectives, processes and risk management. A third of the Independent Directors are women. The Board at the guidance of the NC, would continue to review the diversity of its members including setting targets in the areas of gender, age and domain expertise.

^5. The profile of each Director which includes key information regarding academic qualifications, directorships and chairmanships both present and those held over the preceding three years in other listed companies, and other principal commitments, is set out on pages 48 to 51 of this Annual Report. The details of the Directors’ shareholdings can be found under the section on Directors’ interests in shares and debentures on page 99 and 100 of the Directors’ Statement.

Principle 3: Chairman and Chief Executive Officer

^1. The Executive Chairman is responsible for leading the Board in charting the strategic direction and growth of the Group. He also facilitates the effective contribution of all Directors and ensures active and comprehensive Board discussions on Company matters, monitors the translation of the Board’s decisions into executive actions, and fosters constructive dialogue with shareholders and other stakeholders, including at each AGM. The Executive Chairman is also responsible for setting the agenda and ensuring that adequate time is available for discussion of all agenda items, in particular, strategic issues, promoting a culture of openness and debate at the Board, promoting and maintaining a high standard of corporate governance, and ensuring appropriate relations within the Board and between the Board and Management. For FY2021, the Company did not have a separate Chief Executive Officer (CEO) position as the Board is of the view that that the current Board composition is appropriate and effective for the purposes for which the Board’s roles and responsibilities are set up, and with the establishment of the three Board committees, that there are adequate safeguards in place to prevent an uneven concentration of power and authority in a single individual.

^2. With effect from 17 March 2022, the Company has re-designated Mr Eddy See Hock Lye, as the President and CEO. The execution of the Company’s corporate and business strategies and policies, and the conduct of the Group’s businesses will be delegated to a dedicated team of Management comprising the CEO and the Managing Directors of the various Business Units.

^3. The Board has appointed Mr Tan Chian Khong as the Lead Independent Director with effect from 31 December 2021, in place of Mr Timothy Chia Chee Meng who has retired, to lead and co-ordinate the activities of the Non-Executive Directors, and to provide leadership in situations where the Executive Chairman is conflicted. The Lead Independent Director is also a member of the NC. The Lead Independent Director, meets with the other Independent Directors at least twice a year without the presence of the non-Independent Directors and Management. He is available to shareholders as another channel of communication in addition to the Executive Chairman or the CEO.

Principle 4: Board Membership

^1. The NC is chaired by Mr Paul Beh Jit Han and also comprises Mr Arnoud De Meyer, Mr Tan Chian Khong (from 31 December 2021) and Mr Ho KwonPing. Save for Mr Ho KwonPing who is the Executive Chairman, the remaining members of the NC are Independent Directors.

^2. The NC’s functions, which are set out in its Charter, include among others, selection, appointment and re-appointment of Directors and making recommendations to the Board on new Board appointments and re-appointment of Directors (including Alternate Directors). The NC’s selection process for candidates to be proposed to the Board for new appointments takes into account various factors including having the appropriate knowledge, experience and skills to contribute effectively, as well as the age and gender of the candidates, as may be determined by the NC to be relevant and how these would augment the Board and the Board Committees, particularly if the candidate is nominated to be in the Board Committees. Names of potential candidates are sought through networking contacts and recommendations. The NC shortlists candidates for nomination and recommends to the Board for approval. The re-appointment of Directors is based on their competencies, commitment and contributions, a review of the range of expertise, performance, skills and attributes of current Board members and the needs of the Board. The NC also reviews and makes recommendations to the Board on the training and professional development programmes for the Board and its Directors, and the review of succession plans for the Board and Management, in particular the appointment and/or replacement of the Chairman of the Board, the CEO and key management personnel (as defined in the Code). The NC also makes recommendations to the Board on the development of a process and criteria for evaluation of the performance of the Board, its Board Committees and Directors.

^3. The SGX-ST Listing Manual requires every Director to submit themselves for re-nomination and re-appointment at least once every three years. The Constitution further requires one-third of the Directors (or, the number nearest to but not less than one-third) to retire by rotation and subject themselves to re-election by shareholders at every AGM. New Directors appointed by the Board during the year shall also submit themselves for re-election at the next AGM but shall not be taken into account in determining the number of Directors who are to retire by rotation at that AGM.

^4. The NC also determines the independence of the Directors annually as well as when circumstances change. The process includes the use of a self-assessment questionnaire which each Independent Director is required to complete and submit to the NC for review, in which the Directors must disclose their relationships with the Company, its related corporations, its substantial shareholders and its officers, if any, which may affect their independence. In its annual review, the NC, having considered Rule 210(5)(d) of the SGX-ST Listing Manual, the principles and provisions set out in the Code (including Provision 2.1) and the Practice Guidance, has confirmed the status of the Directors as follows:

Mr Ho KwonPing (Non-Independent)
Mr Ho Ren Hua (Non-Independent)
Mr Ding ChangFeng (Non-Independent)
Mr Gaurav Bhushan (Non-Independent)
Mr Jason Chew Van Hoong (Non-Independent)*
Mr Tan Chian Khong (Independent)
Mrs Karen Tay Koh (Independent)
Mr Paul Beh Jit Han (Independent)
Mr Arnoud De Meyer (Independent)
Mr Lien Choong Luen (Independent)
Ms Parnsiree Amatayakul (Independent)

Mr Mohamed Al-Hashmi is the Alternate Director to Mr Jason Chew. Mr Jason Chew was based in Doha, Qatar. As the Company holds its board meetings in Singapore, Mr Jason Chew has appointed Mr Mohamed to be his alternate should Mr Jason Chew be unable to attend.

^5. Mr Tan Chian Khong and Mr Arnoud De Meyer were appointed to the Board on 28 January 2021. Mr Lien Choong Luen and Ms Parnsiree Amatayakul were appointed to the Board on 28 April 2021. Mrs Fang Ai Lian, Mr Chan Heng Wing, and Mr Tham Kui Seng retired as directors on 28 April 2021. Having served on the Board beyond nine years, Mr Timothy Chia Chee Ming retired as Lead Independent Director on 31 December 2021. In place of Mr Chia, Mr Tan Chian Kong was re-designated as Lead Independent Director and was concurrently appointed to the NC on the same date.

^6. Following the aforementioned changes to the Board, the Board continues to have a majority of Independent Directors. Each of its current Independent Directors has been serving on the Board for between one (1) and up to three (3) years.

^7. The Independent Directors have no affiliations or business relationships with the Company, its related corporations, substantial shareholders or officers, nor do any relationships or circumstances exist which are likely to, or could appear to, interfere with the exercise of their independent business judgement with a view to the best interests of BTH.

^8. The Board has implemented a policy whereby the Executive Chairman’s external directorships should be approved by the NC. The Board has not determined the maximum number of listed company board representations which any Director may hold. The Board has allowed each Director to personally determine the demands of his/her directorships and obligations and to assess how much time he/she must dedicate in order to serve on the Board effectively. Each of the Directors updates the Company of any changes in his/her external appointments and these changes are noted at the Board meetings. Although some Directors have multiple board representations, the NC monitors and assesses annually the number of listed company board representations and the principal commitments of each of the Directors. For FY2021, the NC and the Board, having reviewed the multiple listed company board representations of the Directors and their principal commitments, are satisfied that each of these Directors has dedicated sufficient time and attention to, and is able to perform and has adequately performed, his/her duties as a Director of the Company.

Principle 5: Board Performance

^1. The NC has the responsibility of evaluating the Board’s and Board Committees’ effectiveness. The Company has in place a formal process and objective performance criteria, which were formulated based on recommendations from the NC, for the Board’s assessment of the effectiveness of the Board as a whole, the Board Committees and the contribution by each Director to the effectiveness of the Board and the Board Committees. The Board evaluation process involves each Director completing the Board Evaluation Questionnaire seeking his/her view on factors such as the structure, size and processes of the Board and the Board’s access to information, Management and external experts outside meetings, as well as the effectiveness of the Board as a whole, its Board Committees and the Board’s oversight of the Company’s performance. For FY2021, based on the compilation of responses by the Company Secretary, the NC together with the Executive Chairman evaluated the Board’s performance based on objective performance criteria such as open communication, meaningful participation and rigorous decision making. The findings, including its recommendations for improvements were presented to the Board. All Directors have completed the Board Evaluation Questionnaire. The Executive Chairman abstained from completing the Board Evaluation Questionnaire so as to provide independence to the overall results.

^2. The Board, having reviewed the results of the Board evaluation as shared by the NC, was of the view that it had met its performance objectives for FY2021.

^3. Each member of the NC abstained from making any recommendations and/or participating in any deliberation concerning the NC and voting on any resolution in respect of the assessment of his/her own performance or re-nomination as a Director.

(B) Remuneration Matters

Principle 6: Procedures for Developing Remuneration Policies

^1. The RC reviews and makes recommendations to the Board on the level and structure of remuneration of the Board and key management personnel, to ensure they are appropriate and proportionate to the sustained performance and value creation of the Company, taking into account the strategic objectives of the Company, and appropriate to attract, retain and motivate the Directors to provide good stewardship of the Company and key management personnel to successfully manage the Company for the long term. The RC takes into account all aspects of remuneration, including but not limited to, directors’ fees, salaries, allowances, bonuses, options, share-based incentives and awards, benefits-in-kind of the Board, key management personnel, and other executives who are related to the controlling shareholders and/or the Directors, and termination terms, to ensure they are fair. In particular, the RC reviews and makes recommendations to the Board on a framework of remuneration for the Board and key management personnel, and the specific remuneration packages for each Director as well as for key management personnel who are related to and have direct reporting to the controlling shareholders and/or the Directors. The RC’s review of remuneration packages is submitted to the Board for its endorsement. HR Guru, a human resource and executive level consultancy practice, was engaged to advise on the Company’s share incentive plans to ensure competitive compensation and progressive policies, with suitable and attractive long-term incentives, are in place. HR Guru’s lead consultant (formerly with Korn Ferry Hay Group) and HR Guru have no relationship with the Company which could affect their independence and objectivity in this regard. No Director is involved in deciding his/her own remuneration or the remuneration of any employees who are related to him/her.

Principle 7: Level and Mix of Remuneration
Principle 8: Disclosure on Remuneration

^1. A significant and appropriate proportion of the Executive Director’s and key management personnel’s remuneration is structured so as to link rewards to corporate and individual performance. Performance-related remuneration is aligned with the interests of shareholders and other stakeholders and promotes the long-term success of the Company. The employment contract of the Executive Chairman is automatically renewed every year, unless otherwise terminated by either party giving not less than six months’ notice in writing. The terms of the Executive Chairman’s employment contract do not provide for benefits upon termination of employment with the Company. The employment contracts of the Company’s key management personnel may be terminated by either party giving not less than three months’ notice in writing. There are no termination, retirement and post-employment benefits granted to the Directors, the Executive Chairman, the CEO (who was re-designated to this position with effect from 17 March 2022) and the top five key management personnel (who are not Directors or the CEO).

^2. The remuneration framework for the Non-Executive Directors was evaluated by the RC, taking into consideration the level of contribution, effort, time spent, increasing responsibilities and obligations of these Directors, the prevailing market conditions, and referencing the Directors’ fees against comparable benchmarks. In respect of FY2021, the Board agreed with the RC’s recommendation that the existing fee structure for the Non-Executive Directors is appropriate. The Non-Executive Directors are paid by way of fees in cash. All Directors’ fees are subject to shareholders’ approval at the AGM. The framework for determining Directors’ fees is set out in Table 2 below:

Table 2

Non-Executive Directors’ Fees

Basic Retainer Fee
Director	S$45,000 per annum
Fee for Appointment as Lead Independent Director	S$20,000 per annum

Fee for Appointment to ARC
ARC Chairman	S$44,000 per annum
ARC Member	S$22,000 per annum

Fee for Appointment to NRC (till 19 May 2021)
NRC Chairman	S$28,000 per annum
NRC Member	S$14,000 per annum

Fee for Appointment to NC (from 20 May 2021)
NC Chairman	S$20,000 per annum
NC Member	S$10,000 per annum

Fee for Appointment to RC (from 20 May 2021)
RC Chairman	S$20,000 per annum
RC Member	S$10,000 per annum

Attendance Fee per Board Meeting	S$1,000

^3. The Executive Chairman does not receive Directors’ fees from the Company but in FY2021 was paid Director’s fee from Laguna Resorts & Hotels Public Company Limited, a subsidiary of the Group. His remuneration comprises a base salary and bonus (which in FY2021 no bonus was payable).

^4. Table 3 below shows the gross remuneration of the Executive Chairman, Non-Executive Directors as well as the top five key management personnel (who are not Directors or the CEO) for FY2021.

Table 3

Name	Salary	Bonus	Other Benefits¹	Long-term Share-based Incentives	Directors’ Fees	Total
Executive Chairman
Ho KwonPing	84.1%²	0.0%	4.9%³	0.0%	11.0%⁴	S$710,493

Non-Executive Directors
Ho Ren Hua	-	-	-	-	100%	S$49,000
Ding ChangFeng	-	-	-	-	100%	S$48,000
Timothy Chia Chee Ming⁵	-	-	-	-	100%	S$85,855
Karen Tay Koh⁶	-	-	10.8%	-	89.2%	S$93,490
Gaurav Bhushan	-	-	-	-	100.0%	S$49,000
Jason Chew Van Hoong	-	-	11.8%	-	88.2%	S$55,564
Mohamed Al-Hashmi⁷	-	-	-	-	-	-
Paul Beh Jit Han⁸	-	-	-	-	100%	S$72,907
Arnoud De Meyer⁹	-	-	-	-	100%	S$63,055
Tan Chian Khong¹⁰	-	-	-	-	100%	S$80,811
Lien Choong Luen¹¹	-	-	15.0%	-	85.0%	S$57,058
Parnsiree Amatayakul¹²	-	-	-	-	100%	S$33,575
Fang Ai Lian¹³	-	-	-	-	100%	S$29,773
Chan Heng Wing¹³	-	-	9.3%	-	90.7%	S$22,135
Tham Kui Seng¹³	-	-		-	100%	S$22,660

Top 5 Key Management Personnel¹⁴
S$750,0001 to S$1,000,000
Eddy See Hock Lye	57.6%²	33.0%	5.8%	1.5%	2.1%⁴	100%

S$500,001 to S$750,000
Ravi Chandran	49.6%²	28.0%	20.0%	0.0%	2.4%⁴	100%

S$250,001 to S$500,000
Stuart Reading	47.2%²	14.6%	34.6%	0.0%	3.6%⁴	100%

S$400,001 to S$500,000
Ho Kwon Cjan	76.1%²	0.0%	20.0%	0.0%	3.9%	100%

S$300,001 to S$400,000
Claire Chiang	91.8%	0.0%	8.2%	0.0%	0.0%	100%

Including all benefits-in-kind such as provident fund contributions, complimentary accommodation, spa and gallery benefits, medical benefits, health checks, tax borne by the Company and home leave tickets,
where applicable.
Includes deduction of salary in the form of unpaid leave.
Does not include payment pursuant to Founder’s Grant as payment was deferred.
Directors’ fees from Laguna Resorts & Hotels Public Company Limited (“LRH”).
Ceased to be a Director from 31 December 2021; stepped down as NRC Chairman on 19 May 2021 and continued as NC member from 20 May 2021 to 30 December 2021.
Appointed as RC Chairperson on 20 May 2021.
Alternate Director to Jason Chew Van Hoong.
Appointed as NC Chairman and RC member on 20 May 2021.
Appointed as Director on 28 January 2021; NC and RC member from 20 May 2021.
Appointed as Director and ARC Chairman from 28 April 2021; Lead Independent Director and NC member from 31 December 2021.
Appointed as Director and ARC member on 28 April 2021.
Appointed as Director on 28 April 2021.
Retired as a Director at the 2021 AGM on 28 April 2021.
Paid by the Company and its subsidiaries.

^5. The aggregate amount of the total remuneration paid to the top five key management personnel in FY2021 (who are not Directors or the CEO) is
S$2,599,883.

^6. As at 18 March 2022, there are two employees who are substantial shareholders of the Company, namely Mr Ho KwonCjan and Ms Claire Chiang, and three employees who are immediate family members of the Executive Chairman Mr Ho KwonPing, namely Mr Ho KwonCjan (brother), Ms Claire Chiang (spouse) and Ms Ho Ren Yung (daughter). Mr Ho Ren Hua, a Non-Executive Director, is the son of Mr Ho KwonPing and Ms Claire Chiang, the brother of Ms Ho Ren Yung, and the nephew of Mr Ho KwonCjan. The disclosure of the remuneration for FY2021 of Mr Ho KwonCjan and Ms Claire Chiang is made within bands of S$401,000 to S$500,000 and S$301,000 to S$400,000 respectively as shown on page 84. Ms Ho Ren Yung’s remuneration for FY2021 is within the band of S$200,001 to S$300,000. Mr Ho KwonPing and Mr Ho Ren Hua were not involved in the determination of his family members’ remuneration.

^7. The Company adopts a remuneration framework for its key management personnel that is responsive to the market elements and performance of the Company and its various Business Units. The Company’s remuneration policy comprises a fixed component, a variable component, a provident/superannuation fund, benefits-in-kind and long-term share incentives. The fixed component is in the form of salary whereas the variable component is in the form of various bonus and incentive payments which are linked to the Company’s and individual’s performance. The provident/superannuation fund comprises the Group’s contributions towards the Central Provident Fund or Zurich Provident Fund. The benefits-in-kind component includes spa and gallery vouchers issued by the Company to its employees.

Long-Term Share Incentives

^8. The RC (formerly part of the NRC) sets the remuneration guidelines of the Group for each annual period including the Company’s share-based incentive schemes. The Company adopted the Banyan Tree Share Award Scheme 2016 (“Share Award Scheme”) at the AGM held on 28 April 2016. The Share Award Scheme, which is the only share-based incentive scheme currently in force, will be in force for a maximum of 10 years beginning from 28 April 2016.

^9. The Share Award Scheme is intended to strengthen the Group’s competitiveness in retaining and attracting talented key executives. The Share Award Scheme is also aimed at aligning the interests of key executives with that of shareholders, improving performance and achieving sustainable growth for the Company, and fostering an ownership culture among key executives. Under the rules of the Share Award Scheme, participants may be granted fully-paid shares or their cash equivalent, when and after pre-determined performance and service conditions are met. The selection of a participant and the number of shares to be awarded under the Share Award Scheme are determined at the discretion of the RC. The RC reviews and sets the performance conditions and targets as appropriate and after considering prevailing business conditions. HR Guru provided the valuation and vesting computation for the share grants awarded under the Share Award Scheme. Details of the Share Award Scheme, including the terms and performance conditions, can be found in the Directors’ Statement and Note 43 to the financial statements.

^10. For FY2021, 91,300 treasury shares were transferred due to the release of share awards vested under the Share Award Scheme. In addition, an initial award of 986,250 shares with a potential to acquire an additional award of 695,625 shares (aggregating a total award of 1,681,875 shares) was granted under the Share Award Scheme, subject to pre-determined performance conditions being met.

Founder’s Grant

^11. As previously disclosed, Mr Ho’s entitlement to a payment from the Company of S$734,492 (“Founder’s Grant”) which the Board approved in respect of FY2019 was deferred. Mr Ho requested for the payment of the Founder’s Grant to be further deferred to such date as may be agreed with Management. The RC further deliberated the matter and agreed to Mr Ho’s request, with the RC and the Board being duly informed when payment is made. For the avoidance of doubt, save for the said deferred payment, the Founder’s Grant has otherwise expired and does not apply from FY2020 and subsequent financial years.

^12. Details of the Founder’s Grant can be found in the Directors’ Statement and Note 43 to the financial statements.

(C) Accountability and Audit

Principle 9: Risk Management and Internal Controls

^1. The Board is responsible for the governance of risk, including determining the nature and extent, of the significant risks which the Company is willing to take in achieving its strategic objectives and value creation. During the year, the ARC assisted the Board in the oversight of the Group’s risk management processes and activities to mitigate and manage risk at levels that are determined to be acceptable to the Board. The ARC is assisted by the Group Risk Management Committee, which is not a Board Committee and comprises appropriate members of Management. The Group Risk Management Committee meets on a regular basis and its meetings are attended periodically by the heads of the relevant Business Units of the Group. The Group Risk Management Committee monitors, manages and reports on the Group’s strategic and business risks and the measures taken to address them. On a quarterly basis, all significant risks to the Group and/or properties which have been identified and managed are highlighted at the ARC meetings.

^2. The Board has approved a risk framework for the identification of key risks within the business known as the Committee of Sponsoring Organizations of the Treadway Commission Internal Control – Integrated Framework (COSO Framework) for assessing the adequacy and effectiveness of BTH’s internal control systems.

^3. In FY2021, the Group refreshed its Enterprise Risk Management (“ERM”) Framework:

Reviewing existing risk management and reporting processes;
Reviewing and updating risk universe and risk parameters; and
Establishing key risk indicators.

The ERM Framework categories various risks into five key categories: i) Operational; ii) Technological; iii) Compliance; iv) Finance; and v) Strategic. The ERM Framework also incorporates a continuous and interactive process for identifying and evaluating the various risks and formulating controls and procedures to manage identified key risks in the Group.

^4. The ERM Framework for FY2021 also includes climate risk, where material ESG factors are monitored. The Board considers climate change a key material risk, and the Group is prioritising its strategic development of a decarbonisation strategy in line with the World Travel and Tourism Council’s Net Zero Roadmap (November 2021) and the Taskforce for Climate Related Financial Disclosure’s Recommendations, and will be finalised before the Group’s next Sustainability Report for FY2022.

^5. Major incidents and violations, if any, are also reported to the Board to facilitate the Board’s oversight of the effectiveness of crisis management and the adequacy of mitigating measures taken by Management to address the underlying risks. Certain operating risks are mitigated through insurance management with the assistance of professional global insurance advisers, ensuring adequate coverage for, inter alia, its hotels/resorts and assets. The identification and management of risks lie with the respective Business Units and Management which assume ownership and day-to-day management of these risks. Risk registers are maintained by these operating Business Units that identify the key risks facing the Group’s businesses and the internal controls in place to manage such risks. Management, through the Group Risk Management Committee, is responsible for the effective implementation of risk management strategy, policies and processes to facilitate the achievement of business plans and goals. Challenges, and risks brought about especially by COVID-19 pandemic, and appropriate actions and measures were factored in throughout implementation. Key business risks are proactively identified, addressed and reviewed on an ongoing basis. This includes reviewing the level of business risks associated with the Group’s strategy and the appropriate framework and policies for Management that are consistent with BTH’s risk appetite.

^6. The ARC provides oversight of the financial reporting risk and the adequacy and effectiveness of the Group’s internal control and compliance systems. The ARC also reviewed the effectiveness of the measures taken by Management including the review of adequacy and timelines of the actions in response to the recommendations made by the Head of Group Internal Audit and External Auditor. The system of internal control and risk management is continually being refined by Management, the ARC and the Board, and is reviewed at least annually.

^7. The Board reviews at least annually the adequacy and effectiveness of the Company’s internal controls and risk management systems. The system of internal controls and risk management established by Management provides reasonable assurance that BTH will not be adversely affected by any event that can be reasonably foreseen as it strives to achieve its business objectives. The COVID-19 pandemic has played a major factor in the Group’s assessment and management of risk, as reflected in the analysis of various risks elements identified for FY2021. Measures were taken to manage these identified risk elements and mitigate their impact on business operations, including pandemic crisis management, safeguarding the health and well-being of our customers and associates, and partnering with Bureau Veritas, a world leader in testing, inspection and certification, to ensure a required certification process on COVID-19 related measures and standards across all properties. Further measures were taken at the Group level to improve operational efficiency, including embarking on digital transformations, and improvements on cross-business unit work-streams.

^8. The COVID-19 pandemic has impacted the Group’s business performance, and consequently, its cash flow. In response, the Group has taken cost containment measures, and actively managed its liabilities by terming out loan maturities and converting its short-term loans to longer-term loans. In addition, the Group continues to strengthen its liquidity position through receivable collections, access to new credit lines and selective asset sales.

^9. The Board has also received written assurance from the Executive Chairman and the CEO (who was re-designated to this position with effect from 17 March 2022) together with the Head of Group Finance & Corporate Affairs that the financial records of BTH have been properly maintained and the financial statements for FY2021 give a true and fair view of the Group’s operations and finances. The Board has also received assurance from the Executive Chairman, the CEO, the Head of Group Finance and Corporate Affairs, and the Group Risk Committee that the system of risk management and internal controls in place within BTH is adequate and effective in addressing the material risks of the Group in its current business environment, including material financial, operational, and compliance risks including information technology risks and sustainability risks.

^10. Pursuant to Rule 1207(10) of the SGX-ST Listing Manual, based on the framework established and the annual review conducted by the Management, Head of Group Internal Audit, and the External Auditor, and factoring in the challenges posed by the COVID-19 pandemic situation on the Group’s operations, the Board, with the concurrence of the ARC, is of the view that the Group’s internal controls (including financial, operational, compliance and information technology controls) and risk management systems were adequate and effective to address financial, operational, compliance and information technology risks which the Group considers relevant and material to its current business environment.

^11. In relation to the interim financial statements, the Board provides a negative assurance confirmation to shareholders in line with the requirements of the SGX-ST Listing Rules.

Principle 10: Audit and Risk Committee

^1. The ARC, chaired by Mr Tan Chian Khong, also comprises Mrs Karen Tay Koh and Mr Lien Choong Luen, all of whom are Independent Directors. The Board considers that Mr Tan, a qualified Chartered Accountant, who has extensive, recent, relevant and practical accounting and financial management knowledge and experience, is well-qualified to chair the ARC. The other members of the ARC, Mrs Koh and Mr Lien, have collective expertise and experience in banking, healthcare, technology and related financial management, and are qualified to discharge their responsibilities as ARC members. The members of the ARC collectively have strong accounting and related financial management expertise and experience and are kept abreast of relevant changes to the accounting standards and issues which have a significant impact on the financial statements through regular updates from the External Auditor during the year. The ARC does not comprise former partners or directors of the Company’s External Auditor (a) within a period of two years commencing on the date of their ceasing to be a partner or director of the External Auditor, or (b) who have any financial interest in the External Auditor. The ARC has adopted a Charter that is approved by the Board, the responsibilities of which are detailed under the Directors’ Statement on page 100 of the Annual Report.

^2. The ARC meets with the Head of Group Internal Audit and the External Auditor, prior to the commencement of each ARC meeting without the presence of Management at least annually. These meetings enable both the Head of Group Internal Audit and the External Auditor to raise issues encountered in the course of their work directly to the ARC.

^3. The ARC reviews, with the Head of Group Internal Audit and the External Auditor, their audit plans, the system of internal controls, audit reports, the management letters and the Company’s management response. The ARC also reviews the periodic and full-year results, as well as financial statements of the Company and the Group before submission to the Board for its approval, focusing in particular on changes in accounting policies and procedures, major operating risk areas and on the overview of all the Group’s risks on an integrated basis, including all matters affecting the Group’s performance and the effectiveness of the Group’s key internal controls including financial, operational, compliance and information technology controls. The ARC also reviews all interested person transactions.

^4. The ARC commissions and reviews the findings of internal investigations into matters of suspected fraud, irregularity, failure of internal controls, and the infringement of any law, rule or regulation, where necessary.

^5. The ARC also oversees the Group’s Whistle-Blowing Policy which provides the mechanism by which employees and the public may, in confidence, raise concerns about possible improprieties. The ARC is satisfied that arrangements are in place for the independent investigations of such improprieties and for appropriate follow-up actions and resolutions. The Whistle-Blowing Policy, including the dedicated whistle-blowing hotline at (+65) 6389 1377 and email address at ethics@banyantree.com, are made available on BTH’s website. Anonymous disclosures will be accepted and anonymity and confidentiality will be honoured throughout the process.

^6. The Group has a Code of Corporate Conduct and Ethics Policy (including Conflicts of Interest) put in place by the Board which sets out the principles and standards of conduct expected of all its Directors and employees to carry out their duties with honesty, fairness, integrity and professionalism. Directors who face a conflict of interest, in relation to any matter, declare their interest at a meeting of the Directors, and recuse themselves from participating in any discussions and decisions on the matter. Also, Directors and employees must not engage in conduct involving fraud or dishonesty, or commit any act that reflects adversely on the Group’s integrity and professionalism. Standard operating policies have also been adopted by the Group’s various business and operating units to ensure that procedures have been adopted to promote anti-corruption practices, including:

the Group’s agreements/contracts with its business partners are to be lawful, fairly arrived at and fully documented in writing, and where
appropriate, cleared by the Group’s in-house Legal Counsel; and
employees are to act with honesty and integrity in all dealings with the government, businesses and other organisations and are not to offer gifts, gratuities, or non-business related entertainment to unduly influence any employee of business partners that are transacting with the Group to make a business decision in the Group’s favour.

^7. The ARC has explicit authority to investigate any matters within its Charter and has full access to the co-operation of Management and full discretion to invite any Director or Management to attend its meetings. The Company’s Internal Audit team, together with the External Auditor, reports its findings and recommendations independently to the ARC. The ARC also reviews and considers the performance and compensation of the Head of Group Internal Audit as well as her independence from Management. In FY2021, the ARC assessed the strength of the Internal Audit team and confirmed that the Internal Audit function is independent and effective and that the Internal Audit team is adequately resourced and suitably qualified to discharge its duty.

^8. The ARC has undertaken a review of the nature and extent of all non-audit services performed by the External Auditor during the year. Based on this review and other information, the ARC is satisfied and is of the view that such services have not affected their independence. It recommends the re-appointment of the External Auditor. To further maintain the independence of the External Auditor, the ARC ensures that the audit partner in charge of the Group is rotated every five years. The ARC approved the remuneration and terms of the engagement of the External Auditor. The details of the aggregate amount of fees paid to the External Auditor for FY2021 and the breakdown of fees paid in total for audit and non-audit services respectively can be found on page 143 of the Annual Report. In addition, the ARC also reviewed the appointment of different auditors for its subsidiaries or significant associated companies to ensure that the appointment would not compromise the standard and effectiveness of the audit of the Company or its subsidiaries or significant associated companies. The date of appointment and name of the audit partner in charge of the Group’s audit can be found on page 256 of the Annual Report. Also, the names of the auditing firms for its significant subsidiaries and associated companies can be found on pages 166 and 169 of the Annual Report.

^9. In the opinion of the Directors, the Group complies with the Code’s provisions on audit committees as well as Rules 712, 715, 716 and 717 of the SGX-ST Listing Manual.

^10. In the review of the financial statements for FY2021, the following significant matters impacting the financial statements were discussed with Management and the External Auditor, and were reviewed by the ARC:

Significant matters	How the ARC reviewed these matters and what decisions were made
Adequacy of loss allowance for a trade receivable (non-property sales) and current amounts due from associates (non-trade)	The ARC considered the Group’s processes and controls in place for monitoring and identifying receivables for collection risks.
	The ARC was periodically briefed on the significant outstanding receivables, and also discussed with, and sought clarification with Management, as appropriate, the adequacy of the loss allowance made, implications arising from the COVID-19 pandemic and the reasonableness of the assumptions used in the approaches applied by Management to determine the expected credit losses of a trade receivable (non-property sales) and current amounts due from associates.
	The loss allowance a trade receivable (non-property sales) and current amounts due from associates was also an area of focus for the External Auditor. The External Auditor has included this item as a key audit matter in its audit report for FY2021 on pages 102 to 103 of this Annual Report.
Fair value measurement of freehold land and buildings and investment properties	The ARC considered the appropriateness of the approach and methodology applied to the valuation model in assessing the valuation of the freehold land and buildings and investment properties as well as the independence, objectivity and competence of the external valuers appointed to perform the valuation.
	The ARC reviewed the reasonableness of the basis and the inputs used in the valuation model, in light of the increase in level of estimation and uncertainty arising from the changes in market and economic conditions brought on by the COVID-19 pandemic.
	The valuation of the freehold land and buildings and investment properties was also an area of focus for the External Auditor. The External Auditor has included this item as a key audit matter in its audit report for FY2021 on page 103 of this Annual Report.

^11. The Internal Audit is an independent function within the Company. The Internal Audit Department (“IAD”) has unfettered access to all the Company’s documents, records, properties and personnel, including access to the ARC, and has appropriate standing within the Company. The Head of Group Internal Audit reports directly to the ARC with a dotted-line relationship to the Head of Group Finance and Corporate Affairs for administrative matters. The ARC decides on the appointment, termination and remuneration of the Head of Group Internal Audit. The ARC also reviews annually the adequacy and effectiveness of the internal audit function.

^12. The IAD is staffed by suitably qualified professional staff with the requisite skill sets and experience and will comprise eight audit executives, including the Head of Group Internal Audit. The Head of Group Internal Audit ensures that the standards as set out by nationally or internationally recognised professional bodies including the Standards for the Professional Practice of Internal Auditing set by The Institute of Internal Auditors are met.

^13. The IAD assists the ARC and the Board by performing regular evaluations of the Group’s internal controls, information technology, financial and accounting matters, compliance, business and risk management policies and procedures and ensuring that internal controls are adequate to meet the Group’s requirements.

^14. On a quarterly basis, the ARC reviews the IAD’s reports, summary of findings and recommendations at the ARC meetings. The ARC also reviews and approves the annual internal audit plan which is determined in consultation with, but independent of, Management. The proposed scope of the internal audit function under the categories of financial audit, operational audit and information technology audit focuses on the adequacy and effectiveness of internal controls in relation to financial, operational and information technology risks. In addition, IAD will review identified processes relating to sustainability reporting to assess the quality of data being produced and reported.

(D) Shareholder Rights and Engagement

(E) Managing Stakeholders Relationships

Principle 11: Shareholder Rights and Conduct of General Meetings
Principle 12: Engagement with Shareholders
Principle 13: Engagement with Stakeholders

^1. In view of the COVID-19 pandemic, the AGM which was held on 28 April 2021 was conducted and held by electronic means pursuant to the COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) Order 2020. In line with the alternative arrangements prescribed in the said Order, shareholders were able to view the AGM through both audio-visual webcast and live audio-only stream, as well as to send substantial and relevant questions relating to the agenda of the AGM to the Company in advance of the AGM (for which the Company’s answers were published in an announcement and posted on the corporate website), and to cast their votes through appointing the Chairman of the AGM as their proxy. In view of the evolving pandemic situation, and having regard to the health and safety of the shareholders, Board and staff, the Company shall likewise be convening and conducting the upcoming AGM by electronic means in reliance on the said alternative arrangements.

^2. The discussion below describes the Company’s usual approach towards enabling shareholders to effectively participate at general meetings which are customarily conducted in a physical manner. The Board is optimistic that physical general meetings would be able to resume in the future once the pandemic situation eases up and the authorities determine that mass gatherings can safely resume.

^3. All BTH shareholders are treated fairly and equitably in order to enable them to exercise their ownership rights. Shareholders are given opportunities to participate effectively in and vote at general meetings of shareholders and to communicate their views on matters affecting the Company. The Company informs shareholders of the rules, including voting procedures, governing such meetings.

^4. All shareholders of the Company are entitled to receive notices of general meetings, which are also advertised in the newspapers and issued via SGXNET. The Board recognises that the AGM is an important forum at which shareholders can communicate their views and raise any relevant queries with the Board and Management regarding the Company and its operations. The Company is in full support of shareholders’ participation at the AGM. The Board and Management are in attendance at the AGM to address questions by shareholders. The External Auditor and legal advisers are also present to assist the Directors in addressing shareholders’ queries relating to the conduct of the audit and the preparation and content of the auditor’s report, as well as clarify any points of law, regulation or meeting procedure that may arise. Chairman may direct certain directors, such as the Lead Independent Director and the ARC Chairman to answer queries on matters related to their roles. The Directors, particularly the Chairman, take the opportunity to interact with shareholders after the AGM, addressing their queries informally.

^5. At general meetings, each substantially separate issue is tabled for approval by shareholders in a separate resolution unless the issues are interdependent and linked so as to form one significant proposal. Where the resolutions are “bundled”, the Company explains the reasons and material implications in the notice of meeting. After each resolution has been tabled, shareholders can raise questions, participate and communicate their views relating to the matter before it is put to a vote. In support of greater transparency and to allow for an efficient voting system, the Company has during the year opted for electronic poll voting for all resolutions tabled at the AGM. An independent external party is appointed as scrutineer to conduct the AGM voting process, which is independent from the firm appointed to undertake the electronic poll voting process. The results of the electronic poll voting showing the number of votes cast for and against each resolution and the respective percentages are announced at the AGM immediately after each resolution is voted on, and the outcome is published on SGXNET on the same day.

^6. The Constitution does not allow a shareholder to vote in absentia at general meetings, except through the appointment of a proxy, attorney or in the case of a corporation, corporate representative, to cast their vote in their stead.

^7. A registered shareholder may appoint one or two proxies to attend the AGM and vote. Under the Companies Act, a member which is a relevant intermediary (as defined in the Companies Act), which generally includes Singapore banks and nominee or custodial service providers, as well as the Central Provident Fund Board, may appoint more than two proxies to attend, speak and vote at the AGM, provided that each appointed proxy represents a different share or shares held by such member.

^8. The Constitution provides that documents to be sent to shareholders can be sent via electronic communications. Accordingly, the Company has made available a digital format of the Annual Report together with a copy of the notice of AGM and proxy form as well as the Company’s Letter to Shareholders on its corporate website at http://investor.banyantree.com. All shareholders will receive a copy of the notice of AGM, proxy form and request form for hard copies of the Annual Report and/or Letter to Shareholders. The Company will also publish its minutes of general meetings, which record substantial and relevant comments or queries from shareholders relating to the agenda of the general meeting, and responses from the Board and Management, on its corporate website at http://investor.banyantree.com.

^9. The Company’s Dividend Policy seeks to maximise shareholder value and encourage shareholder loyalty with predictable annual growth in dividend pay-out which is not impacted by profit volatility. With that objective, the Company’s Dividend Policy is based on the principles of stability, predictability and managed growth, and is outlined as follows:

Stability
Unless the Company suffers a substantial net loss, it will pay a dividend each year so that shareholders are not negatively affected by annual profit volatility.
Predictability
Shareholders will be able to better anticipate the appropriate level of dividends to expect each year and therefore may be better able to manage their portfolio investment strategy.
Managed growth
The Company will strive to increase and smooth out the dividends year on year within a broad band but the specific rate will be dependent on the Company’s actual profit performance, cash and cash flow projections.

^10. The COVID-19 pandemic had an adverse impact globally on the travel and tourism industry, where international travel was almost brought to a standstill. In FY 2021, the Group’s business has seen an upturn as certain countries around the world are opening up quarantine-free travel to vaccinated travellers. While operating performance has gradually improved in the second half of FY2021, the impact of COVID-19 pandemic and emergence of new variants remains to be a key risk for the tourism sector and the Group would remain to be on a prudent and cost discipline approach. The Board would monitor closely the business performance towards a sustainable recovery path. In respect of FY2021, the Board of Directors has not recommended any dividend to be paid for FY2021.

^11. The Company has in place an investor relations policy which serves to provide high quality, meaningful and timely information to improve the shareholders’ and investors’ understanding of the Company, and allows for an ongoing exchange of views so as to actively engage and promote regular, effective and fair communication with shareholders. It adopts the practice of regularly communicating major developments in its businesses and operations through SGXNET and, where appropriate, directly to shareholders, other investors, analysts, the media, the public and its employees. For FY2021, the Company held a media and analysts’ briefing upon the release of its full-year results. These releases were also made available on the Company’s website, http://investor.banyantree.com.

^12. To allow the Company’s shareholders to communicate their views on various matters affecting the Company, and in order to solicit and understand the views of shareholders, the Company has an investor relations team (“IR Team”) that communicates with its shareholders and analysts regularly and attends to their queries. The IR Team also manages the dissemination of corporate information to the media, the public, as well as institutional investors and public shareholders, and promotes relations with and acts as liaison for such entities and parties.

^13. As part of its overall responsibility to ensure that the best interests of the Company are served, the Board adopts an inclusive approach by considering and balancing the needs and interests of material stakeholders. As part of the Company’s strategy in managing stakeholder relationships, the Company has put in place arrangements to identify and engage with its material stakeholder groups and to manage its relationship with such groups. Such stakeholders include property buyers, hotel guests, employees, contractors, suppliers, government, the community and investors. For more information on the Company’s stakeholder engagement, please refer to the Company’s 2021 Sustainability Report. Other details in relation to the Company’s approach to sustainability can be found on page 66 of the Annual Report.

^14. To communicate and engage with stakeholders, which has been a key area of focus in relation to the Company’s management of stakeholder relationships in FY2021, all material information is published on SGXNET and through media releases and all corporate announcements released on SGXNET are made available on the Company’s investor website, http://investor.banyantree.com. The Company also maintains an investor email address at ir@banyantree.com to communicate and engage with its shareholders and stakeholders, and a website at www.banyantreeglobalfoundation.com for its communication and engagement with stakeholders in relation to corporate social responsibility. Mr Tan Chian Khong, who is the Lead Independent Director, Chairman of the ARC and a member of the NC can be contacted via email at ethics@banyantree.com.

Dealing in Securities

^1. The Company has adopted an internal code on securities trading, which provides guidance and internal regulation with regard to dealings in the Company’s securities by its Directors and officers. The Company’s internal code is modelled on Rule 1207(19) of the SGX-ST Listing Manual. The Company’s internal code prohibits its Directors and officers from dealing in listed securities of the Company while in possession of unpublished, material and price-sensitive information in relation to such securities and during the “closed period”, which is defined as one month before the date of announcement of the half-year and full-year financial results. Directors and officers are also prohibited from dealing in the Company’s securities on short-term considerations. They are also advised to be mindful of the law on insider trading and ensure that their dealings in securities do not contravene the law on insider trading under the Securities and Futures Act, and the Companies Act. The Company issues periodic reminders to its Directors, relevant officers and employees on the restrictions in dealing in listed securities of the Company as set out above in compliance with Rule 1207(19) of the SGX-ST Listing Manual.

Interested Person Transactions

^1. Shareholders have adopted a Shareholders’ Mandate in respect of interested person transactions of the Company. The Company has established procedures to ensure that all transactions with interested persons are reported in a timely manner to the ARC, and that the transactions are carried out on normal commercial terms and will not be prejudicial to the interests of the Company and its minority shareholders. The Company’s disclosure in respect of interested person transactions for the year is set out on page 94 of this Annual Report.

ADDITIONAL INFORMATION ON DIRECTORS SEEKING RE-ELECTION

COMPLIANCE WITH LISTING RULE 720(6)

The Board has accepted NC’s recommendations to seek the approval of shareholders at the forthcoming AGM to re-elect Mr Ho KwonPing, Mr Chew Van Hoong Jason and Mrs Karen Tay Koh who will be retiring pursuant to Regulations 100 and 101 and Ms Parnsiree Amatayakul and Mr Lien Choong Luen under Regulation 106 respectively (collectively, the “Retiring Directors”). In making the recommendation, the NC has considered the Retiring Directors’ overall contribution and performance. Pursuant to Listing Rule 720(6) of the Listing Manual, the information relating to the Retiring Directors is disclosed below:-

Name of Person	Ho KwonPing	Chew Van Hoong Jason	Karen Tay Koh	Parnsiree Amatayakul	Lien Choong Luen
Date Of Appointment	5 July 2000	5 June 2018	31 May 2019	28 April 2021	28 April 2021
Date of last re-appointment (if applicable)	24 April 2019	24 April 2019	6 May 2020	NA	NA
Country Of Principal Residence	Singapore	Singapore	Singapore	Thailand	Singapore
Age	70	55	61	52	44
Whether appointment is executive, and if so, the area of responsibility	Executive. Responsible for leading the Board in charting the strategic direction and growth of the Group and Management Team’s execution and accountability for the Group’s performance.	Nil	Nil	Nil	Nil
Job Title (e.g. Lead ID, AC Chairman, AC Member etc.)	Executive Chairman, NC Member	Non-Executive and Non-Independent Director	Independent Director, Audit and Risk Committee Member, Remuneration Committee Chairman	Independent Director	Independent Director, Audit and Risk Committee Member
Professional qualifications	1. Bachelor of Arts (Economics), University of Singapore 2. Honorary Doctorate of Business Administration in Hospitality Management, Johnson & Wales University, USA 3. Honorary Doctorate of Business Administration, the Hong Kong Polytechnic University	1. Chartered Financial Analyst 2. Bachelor of Engineering (First Class Honours), National Defense Academy, Japan	1. Master of Public Administration and International Tax Program (Certificate), Harvard University 2. Bachelor of Arts (Honours) in Economics, Cambridge University	1. Bachelor Degree in Business Administration, Chulalongkorn University 2. Master of Business Administration from the Anderson School of Management at UCLA, Los Angeles	1. Bachelor of Arts (Applied Mathematics), UC Berkeley 2. Master of Arts (Pure Mathematics), Cambridge University 3. Master of Business Administration (with Distinction), London Business School
Any relationship (including immediate family relationships) with any existing director, existing executive officer, the issuer and/or substantial shareholder of the listed issuer or of any of its principal subsidiaries	Substantial shareholder	Nil	Nil	Nil	Nil
Conflict of interests (including any competing business)	Nil	Nil	Nil	Nil	Nil
Working experience and occupation(s) during the past 10 years	Director of Banyan Tree Holdings Limited since 5 July 2000 and was designated Executive Chairman on 1 March 2004	1. Advisor of Qatar Investment Authority Advisory (Asia Pacific) Pte. Ltd. 2. Chief Investment Officer for Asia and Managing Director for Greater China with Prudential Real Estate	1. Senior Advisor TVM Capital Healthcare Partners (2016 to present) 2. CEO Executive Director, IP Investment Management Pte Ltd (2016 – 2018) 3. Executive Director, Healthcura Pte Ltd 4. Executive Director, Nutmeg Management Pte Ltd	1. CEO, IBM Thailand Co., Ltd. 2. General Manager, Sales, IBM ASEAN from 2019 to 2021	1. Management Consultant, McKinsey (China, South East Asia) 2. Strategy Consultant, National Research Foundation 3. General Manager, Gojek Singapore Pte. Ltd.
Undertaking submitted to the listed issuer in the form of Appendix 7.7 (Listing Rule 704(7))	Yes	Yes	Yes	Yes	Yes
Shareholding interest in the listed issuer and its subsidiaries?	Yes	Nil	Nil	Nil	Nil
Shareholding Details	Please refer to Directors’ interests in shares and debentures set out on pages 257 and 258 of the Annual Report	Nil	Nil	Nil	Nil
*Other Principal Commitments including Directorships
*Past (for the last 5 years)	1. Advisory Committee of the School of Hotel and Tourism Management at the Hong Kong Polytechnic University 2. Chairman of The Singapore Summit 3. Non-Executive Director of Diageo plc	Director, Region Africa and APAC at the Qatar Investment Authority	Directorships 1. Singapore Deposit Insurance Corporation Limited 2. Corporation of Northeastern University USA	1. CEO, IBM Thailand Co., Ltd. 2. General Manager, Sales, IBM ASEAN from 2019 to 2021	Nil
*Present	Directorships 1. Banyan Tree Holdings Limited 2. Laguna Resorts & Hotels Public Company Limited 3. Thai Wah Public Company Limited Principal Commitments 1. Board of Trustees of Singapore Management University	Directorship 1. Banyan Tree Holdings Limited Principal Commitments Advisor of Qatar Investment Authority Advisory (Asia Pacific) Pte Ltd and other QIA related companies including: 1. QIA SR NY CondoLLC 2. QIA SR NY Hotel LLC 3. QIA SR NY Parent LLC 4. QIA SR NY Sub LLC	Directorships 1. Banyan Tree Holdings Limited 2. Manulife US Real Estate Management Pte Ltd (REIT Manager, Manulife US REIT) 3. HSBC Bank Singapore Limited 4. BC Platforms AG 5. The Red Pencil Singapore Principal Commitments 1. Member of Advisory Board, Centre for Emerging Markets, D’Amore Mckim School of Business, Northeastern University USA 2. Executive Director, Nutmeg Management Pte Ltd 3. Executive Director, Healthcura Pte Lte	Directorships 1. Banyan Tree Holdings Limited 2. Bangkok Bank Public Company Limited 3. Siam Cement Group Public Company Limited 4. Thai Wah Public Company Limited 5. Thai Union Group Public Company Limited	Directorship 1. Banyan Tree Holdings Limited Principal Commitments 1. raiSE Singapore Central for Social Enterprise 2. Singapore Athletic Association 3. The Oxford & Cambridge Society of Singapore 4. General Manager, Gojek Singapore Pte. Ltd. 5. Digital for Life Fund Committee (IMDA)/ Steering Committee 6. Singapore Land Association/ Technology Advisory

Information required pursuant to Listing Rule 704(7) of the Listing Manual

Each of Mr Ho KwonPing, Mr Chew Van Hoong Jason, Mrs Karen Tay Koh, Ms Parnsiree Amatayakul and Mr Lien Choong Luen has confirmed that his/her answer to each of the following questions is in the negative:-

Whether at any time during the last 10 years, an application or a petition under any bankruptcy law of any jurisdiction was filed against him or against a partnership of which he was a partner at the time when he was a partner or at any time within 2 years from the date he ceased to be a partner?
Whether at any time during the last 10 years, an application or a petition under any law of any jurisdiction was filed against an entity (not being a partnership) of which he was a director or an equivalent person or a key executive, at the time when he was a director or an equivalent person or a key executive of that entity or at any time within 2 years from the date he ceased to be a director or an equivalent person or a key executive of that entity, for the winding up or dissolution of that entity or, where that entity is the trustee of a business trust, that business trust, on the ground of insolvency?
Whether there is any unsatisfied judgment against him?
Whether he has ever been convicted of any offence, in Singapore or elsewhere, involving fraud or dishonesty which is punishable with imprisonment, or has been the subject of any criminal proceedings (including any pending criminal proceedings of which he is aware) for such purpose?
Whether he has ever been convicted of any offence, in Singapore or elsewhere, involving a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, or has been the subject of any criminal proceedings (including any pending criminal proceedings of which he is aware) for such breach?
Whether at any time during the last 10 years, judgment has been entered against him in any civil proceedings in Singapore or elsewhere involving a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, or a finding of fraud, misrepresentation or dishonesty on his part, or he has been the subject of any civil proceedings (including any pending civil proceedings of which he is aware) involving an allegation of fraud, misrepresentation or dishonesty on his part?
Whether he has ever been convicted in Singapore or elsewhere of any offence in connection with the formation or management of any entity or business trust?
Whether he has ever been disqualified from acting as a director or an equivalent person of any entity (including the trustee of a business trust), or from taking part directly or indirectly in the management of any entity or business trust?
Whether he has ever been the subject of any order, judgment or ruling of any court, tribunal or governmental body, permanently or temporarily enjoining him from engaging in any type of business practice or activity?
Whether he has ever, to his knowledge, been concerned with the management or conduct, in Singapore or elsewhere, of the affairs of :—
1. any corporation which has been investigated for a breach of any law or regulatory requirement governing corporations in Singapore or elsewhere; or
2. any entity (not being a corporation) which has been investigated for a breach of any law or regulatory requirement governing such entities in Singapore or elsewhere; or
3. any business trust which has been investigated for a breach of any law or regulatory requirement governing business trusts in Singapore or elsewhere; or
4. any entity or business trust which has been investigated for a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, in connection with any matter occurring or arising during that period when he was so concerned with the entity or business trust?
Whether he has been the subject of any current or past investigation or disciplinary proceedings, or has been reprimanded or issued any warning, by the Monetary Authority of Singapore or any other regulatory authority, exchange, professional body or government agency, whether in Singapore or elsewhere?

Interested Person Transactions

	Interested Person Transactions	Nature of relationship	Aggregate value of all interested person transactions for 2nd half year (excluding transactions less than S$100,000 and transactions conducted under Shareholders’ Mandate) in S$’000	Aggregate value of all interested person transactions conducted under Shareholders’ Mandate for 2nd half year (excluding transactions less than S$100,000) in S$’000	Aggregate value of all interested person transactions during the financial year (excluding transactions less than S$100,000 and transactions conducted under Shareholders’ Mandate) in S$’000	Aggregate value of all interested person transactions conducted under Shareholders’ Mandate during the financial year (excluding transactions less than S$100,000) in S$’000
[A]	Transactions with the Tropical Resorts Limited Group (“TRG”)	An associate of the Company’s controlling shareholder*
a	Provision of Resort Management and Related Services to TRG		-	100	-	205
b(i)	Reimbursement of Expenses - to TRG		-	-	-	211
b(ii)	Reimbursement of Expenses - from TRG		-	182	-	316
[B]	Transactions with Lumayan Indah Sdn Bhd	An associate of the Company’s controlling shareholder*
a	Provision of Hotel/Resort Management and Related Services to Banyan Tree Kuala Lumpur		159	-	325	-
	Total		159	282	325	732

The term “controlling shareholder” shall have the meaning ascribed to it in the SGX-ST Listing Manual.

Annual Report 2021

CORPORATE
GOVERNANCE
REPORT

(A) Board Matters

Table 1*

(B) Remuneration Matters

Table 2

Table 3

(C) Accountability and Audit

(D) Shareholder Rights and Engagement

(E) Managing Stakeholders Relationships

ADDITIONAL INFORMATION ON DIRECTORS SEEKING RE-ELECTION

COMPLIANCE WITH LISTING RULE 720(6)

Interested Person Transactions

FINANCIALS

ADDITIONAL
INFORMATION

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