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 defined in the deed of trust dated 25 february 2011 and the first supplemental deed dated
28 april 2014 (collectively, “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 2014 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 2014 with all the principles and guidelines of the Code,
where applicable.
BOARD MATTERS
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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 officer (“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 financial 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
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(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 financial 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 specified under the sgx-st listing Manual, Bta or other relevant laws
and regulations.
43
HUTCHISON PORT HOLDINGS TRUST
ANNUAL REPORT 2014
