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corporate
GOVERNANCE REPORT
HPH Trust is a business trust constituted under the Business Trusts Act, Chapter 31A of Singapore ("BTA"). Hutchison Port Holdings
Management Pte. Limited (“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 (“Trust Deed”).
The Trustee-Manager strives to attain and maintain high standards of corporate governance best suited to the needs and interests of
HPH Trust group companies (“Group”) as it believes that effective corporate governance practices are fundamental to safeguarding
interests of unitholders and other stakeholders and enhancing unitholder value. Accordingly, the Trustee-Manager has adopted and
applied corporate governance principles that emphasise a quality Board of Directors (“Board”), effective internal controls, 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 2013
in reference to the BTA, the Business Trusts Regulations 2005 (“BTR”) and the Code of Corporate Governance 2012 (“Code”).
HPH Trust has complied throughout the year ended 31 December 2013 with all the principles and guidelines of the Code, where applicable.
BOARD MATTERS
The Board’s Conduct of its Affairs
Principle 1
The Board, which is accountable to unitholders for the long-term performance of HPH Trust, is responsible for directing the strategic
objectives of HPH Trust and overseeing the management of the business. Directors are charged with the task of promoting the
success of HPH Trust and making decisions in the best interests of HPH Trust with due consideration on sustainability issues.
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, determines and monitors Group-wide strategies and
policies, annual budgets and business plans, evaluates the performance of HPH Trust, and supervises the management of HPH
Trust (“Management”). Management is responsible for the day-to-day operations of the Group under the leadership of Mr. Yim Lui Fai,
Gerry, 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 with all Board and Board Committee meetings and the Annual General Meeting dates
scheduled well in advance, in consultation with the Board. Among 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 Trustee-Manager has adopted and documented internal guidelines setting forth matters reserved for Board approval (“Reserved Matters”).
The Reserved Matters include:
(a) Matters in relation to the overall strategy and management of the Group;
(b) Material changes to the Group’s capital or corporate structure;
(c) Matters involving fnancial reporting and distributions;
(d) Major investments, major capital projects and material transactions not in the ordinary course of business;
(e) Transactions between the Trustee-Manager for and on behalf of the Trust and any of its related parties; and
(f) Matters which require Board approval as specifed under the SGX-ST Listing Manual, BTA or other relevant laws and regulations.
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