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Hutchison Port Holdings Trust Annual Report 2012 37
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 year ended 31 December 2012
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 Singapore Exchange Securities Trading Limited (“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 2012 with an average Director attendance of 94%.
Name of Director Attended/Eligible to attend
Chairman and Non-executive Director Mr. Fok Kin Ning, Canning 4/4
Deputy Chairman and Non-executive Director Dr. John Edward Wenham Meredith 4/4
Executive Director Mr. Ip Sing Chi 4/4
Non-executive Director Mr. Frank John Sixt 3/4
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 3/4
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.
corporate
GOVERNANCE REPORT