Corporate Governance

Royal Host will adhere to the highest ethical standards in all of its activities, and all of Royal Host’s trustees, directors, officers, employees and consultants are expected to maintain these standards as set forth in our Code of Business Conduct.

The Board of Trustees (the “Board” or the “Trustees”) of Royal Host is comprised of six (6) Trustees, all of whom are independent, including the Chairman.

Royal Host’s Trustees have adopted a formal Mandate for the Trustees, that states, among other things, the Trustees are responsible for the stewardship of Royal Host, including approving its overall strategic direction.

The Board fulfills its responsibilities directly and through the work of the following two committees:

Audit Committee

The members of the Audit Committee (“Audit Committee”), all of whom are independent, are:

Vrege Armoyan
Melinda M. Lee
Alvin G. Poettcker

The Audit Committee is a standing committee appointed by the Trustees to assist the Trustees in fulfilling their oversight responsibilities with respect to the REIT's financial reporting including responsibility to:

  • oversee the integrity of the REIT's financial statements and financial reporting process, including the audit process and the REIT's internal accounting controls and procedures and compliance with related legal and regulatory requirements;
  • oversee the qualifications and independence of the REIT's external auditors (who shall report directly to the Audit Committee);
  • oversee the work of the REIT's financial management and external auditors in these areas; and
  • provide an open avenue of communication between the external auditors, the Trustees and the senior officers of the REIT.

The Audit Committee will also review and/or approve any other matter specifically delegated to the Audit Committee by the Board.

Governance and Human Resources Committee

The members of the Governance and Human Resources Committee (“Governance and HR Committee”), all of whom are independent, are:

Hugh Smith
George Armoyan
Melinda M. Lee

The Governance and HR Committee is a standing committee appointed by the Trustees. The Governance and HR Committee's responsibilities include oversight of Trustee and REIT officer and employee remuneration and compensation, oversight of the evaluation of management of the REIT, including the Chief Executive Officer and reviewing the effectiveness of the REIT's human resource development, succession planning and performance evaluation programs.

The Governance and HR Committee is also responsible for overseeing and assessing the functioning of the Trustees and the committees of the Trustees and for the development, recommendation to the Trustees, implementation and assessment of effective governance principles. In addition, the Governance and HR Committee will review and/or approve any other matter specifically delegated to the Governance and HR Committee by the Trustees and undertake on behalf of the Trustees such other governance initiatives as may be necessary or desirable to enable the Trustees to provide effective governance for the REIT and contribute to the success of the REIT.

Return to top of page ...
Home