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52 // HUTCHISON PORT HOLDINGS TRUST
Corporate Governance Report
incorporates in its internal audit plan, a review of the implementation of the Non-Compete Agreement and the
ROFR Agreement and the Audit Committee reviews the internal audit reports at least twice a year to ascertain that
the terms of the Non-Compete Agreement and the ROFR Agreement have been complied with.
(d) The Management identifes interested person transactions in relation to HPH Trust. The Trustee-Manager
maintains a register to record all interested person transactions which are entered into by HPH Trust and the
bases, including any quotations from unrelated parties obtained to support such bases, on which they are
entered into. The Trustee-Manager incorporates into its internal audit plan a review of all interested person
transactions entered into by HPH Trust. The Audit Committee reviews the internal audit reports at least twice a
year to ascertain that the guidelines and procedures established to monitor interested person transactions have
been complied with and conducts annual review of all such transactions to determine if such transactions have
been conducted on normal commercial terms and will not be prejudicial to the interests of HPH Trust and the
unitholders. In addition, all such interested person transactions conducted and any contract entered into by the
Trustee-Manager on behalf of HPH Trust with a related party of the Trustee-Manager or HPH Trust, shall comply
with and be in accordance with all applicable requirements of the Listing Manual of the SGX-ST and the BTA as
well as such other guidelines as may from time to time be prescribed to apply to business trusts.
(e) The expenses payable to the Trustee-Manager in its capacity as the trustee-manager of HPH Trust out of the Trust
property are appropriate and in accordance with the Trust Deed, and regular internal reviews are carried out to
ensure such expenses payable are in order. Fees and expenses paid to the Trustee-Manager out of HPH Trust
property are disclosed on page 94 of the Annual Report.
(f) The Trustee-Manager has engaged the services of and obtained advice from professional advisers and consultants
from time to time, and has complied with the requirements of the BTA and the Listing Manual of the SGX-ST.
INTERESTED PERSON TRANSACTIONS
The aggregate of transactions entered into with interested persons during the frst fnancial period of HPH Trust ended
31 December 2011 pursuant to Rule 907 of the Listing Manual of the SGX-ST are as follows:
(A) Interested Person Transactions from the date of constitution of HPH Trust to 18 March 2011 (the”Listing Date”)
Name of Interested Person Aggregate value of all interested
person transactions from date of constitution
to Listing Date (excluding transactions
less than S$100,000 and excluding
transactions entered into pursuant to
general mandate under Rule 920)
2011
HK$’000
Aggregate value of all interested
person transactions from date of
constitution to Listing Date (entered
into pursuant to general mandate
under Rule 920 but excluding
transactions less than S$100,000)
2011
HK$’000
Hutchison Whampoa Limited and
its subsidiaries and its associates 88,564,558 NIL
(B) Interested Person Transactions from the Listing Date to 31 December 2011
Name of Interested Person Aggregate value of all interested
person transactions from after Listing
Date to 31 December 2011 (excluding
transactions less than S$100,000 and
excluding transactions entered into pursuant
to general mandate under Rule 920)
2011
HK$’000
Aggregate value of all interested
person transactions from after Listing
Date to 31 December 2011 (entered
into pursuant to general mandate
under Rule 920 but excluding
transactions less than S$100,000)
2011
HK$’000
Hutchison Whampoa Limited and
its subsidiaries and its associates 286,666 NIL
MATERIAL CONTRACTS
There are no material contracts between HPH Trust and its subsidiaries involving the interests of the CEO, each
Director or controlling unitholder of HPH Trust (as defned in the Listing Manual of the SGX-ST), either still subsisting at
the end of the fnancial period ended 31 December 2011, or if not then subsisting, entered into since the constitution of
HPH Trust, other than, where applicable:
(a) as disclosed on pages 305 to 330 of the IPO Prospectus dated 7 March 2011;
(b) as disclosed in note 29 to the fnancial statements of the Annual Report; and
(c) interested person transactions as listed in the Interested Person Transactions section of the Annual Report.