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HPH Trust is a business trust constituted under the Business Trusts Act, Chapter 31A (“BTA”). Hutchison Port Holdings
Management Pte. Limited (the “Trustee-Manager”) as the trustee-manager of HPH Trust is responsible for managing
the business of HPH Trust as defned in the deed of trust dated 25 February 2011 (the “Trust Deed”).
The Trustee-Manager strives to attain and maintain the highest standards of corporate governance as it believes that
effective corporate governance practices are fundamental to enhancing unitholders’ value and safeguarding interests
of unitholders and other stakeholders. Accordingly, the Trustee-Manager has adopted sound corporate governance
principles that emphasise an experienced Board of Directors (the “Board”), effective internal control, stringent
disclosure practices, transparency and accountability. It is, in addition, committed to continuously improving these
practices and inculcating an ethical corporate culture.
The Board sets out in this report the corporate governance principles and practices in place for the period ended
31 December 2011 in reference to the BTA, the Business Trusts Regulations 2005 (“BTR”) and the Code of Corporate
Governance 2005 (the “Code”).
BOARD MATTERS
The Board’s Conduct of its Affairs
Principle 1
The Board is responsible for directing the strategic objectives of HPH Trust and overseeing the management of
the business of HPH Trust. Directors are charged with the task of promoting the success of HPH Trust and making
decisions in the best interests of HPH Trust. The Board has established a framework for the management of HPH Trust,
putting in place all relevant internal controls and risk management processes.
The Board, led by the Chairman (Non-executive), Mr. Fok Kin Ning, Canning, approves and monitors strategies
and policies, annual budgets and business plans, evaluates the performance of HPH Trust, and supervises the
management of HPH Trust (the “Management”). The Management is responsible for the day-to-day operations
of the HPH Trust group companies (the “Group”) under the leadership of the Chief Executive Offcer (“CEO”).
The Board has established an Audit Committee to assist it in discharging its responsibilities.
The Board meets at least once every quarter. Amongst other things, the Board approves the quarterly and full-year
fnancial results for release to the SGX-ST and material transactions requiring announcements under the Listing Manual
of the SGX-ST. As and when necessary, board meetings are also supplemented by resolutions circulated to Directors
for decisions.
The Board held four meetings in 2011 with 100% attendance.
Name of Director Attended/Eligible to attend
Chairman and Non-executive Director Mr. Fok Kin Ning, Canning (1) 4/4
Deputy Chairman and Dr. John Edward Wenham Meredith (2) 4/4
Non-executive Director
Executive Director Mr. Ip Sing Chi 4/4
Non-executive Director Mr. Frank John Sixt 4/4
Independent Non-executive Directors Mr. Chan Tze Leung, Robert 4/4
Mr. Graeme Allan Jack 4/4
Prof. Ma Si Hang, Frederick 4/4
Mrs. Sng Sow-Mei (alias Poon Sow Mei) 4/4
Mr. Kevin Anthony Westley 4/4
Notes:
(1) Mrs. Chow Woo Mo Fong, Susan is the Alternate Director to Mr. Fok Kin Ning, Canning
(2) Mr. Ip Sing Chi is also the Alternate Director to Dr. John Edward Wenham Meredith
To enable Directors to fully discharge their duties and obligations, each Director has been furnished with a legal and
regulatory compliance manual prepared by professional advisers. They have also been provided with updates and
briefngs from time to time by professional advisers, auditors and Management on relevant practices, new laws,
rules and regulations, changes in accounting standards and risk management issues applicable or relevant to the
performance of their duties and responsibilities as Directors.
ANNUAL REPORT 2011 // 43
Corporate Governance Report