CORPORATE
GOVERNANCE REPORT
Chairman and CEO
Principle 3
the role of the Chairman and the deputy Chairman are separate from that of the Ceo. such division of responsibilities
reinforces the independence and accountability of these directors.
the Chairman, Mr. fok Kin ning, Canning, assisted by the deputy Chairman, dr. John edward wenham Meredith, is
responsible for providing leadership to, and overseeing the functioning of, the Board to ensure that it acts in the best
interests of the group and that Board meetings are planned and conducted effectively. the Chairman is responsible for
setting the agenda for each Board meeting, taking into account, where appropriate, matters proposed by the directors,
the Company secretary and the deputy Company secretary. with the support of the executive director, the Company
secretary and the deputy Company secretary, the Chairman seeks to ensure that all directors are properly briefed on
issues arising at Board meetings and provided with adequate and accurate information in a timely manner. the Chairman
promotes a culture of openness and actively encourages directors to voice their opinion and be fully engaged in the
Board’s affairs so as to contribute to the Board’s effective functioning. the Board, under the leadership of the Chairman,
has adopted good corporate governance practices and procedures and taken appropriate steps to provide effective
communication with unitholders and other stakeholders, as outlined later in this report.
the Ceo is responsible for managing the businesses of the group, attending to the formulation and successful
implementation of group policies and assuming full accountability to the Board for all group operations. acting as the
principal manager of the group’s businesses, the Ceo attends to developing strategic operating plans that reflect the
long-term objectives and priorities established by the Board and is directly responsible for maintaining the operational
performance of the group. working with the Cfo, and the executive management team of each core business division,
the Ceo presents annual budgets to the Board for consideration and approval, and ensures that the Board is fully apprised
of the funding requirements of the businesses of the group. with the assistance of the Cfo, the Ceo sees to it that the
funding requirements of the businesses are met and closely monitors the operating and financial results of the businesses
against plans and budgets, taking remedial action if necessary. he maintains an ongoing dialogue with the Chairman, the
deputy Chairman and all directors to keep them fully informed of all major business developments and issues. he is also
responsible for building and maintaining an effective executive team to support him in his role.
Mrs. sng sow-Mei (alias poon sow Mei) is appointed as the lead independent director. unitholders may contact the lead
independent director in cases where they have concerns for which contact through normal channels of the Chairman, the
Ceo or the Cfo has failed to resolve the issue or is inappropriate. her contact details are available on hph trust’s corporate
website (
).
the lead independent director provides feedback to the Chairman as appropriate should there be any issue coming to her
attention from the discussions among the independent non-executive directors without the presence of the other directors.
Board Membership
Principle 4
as at 31 december 2014, the Board comprised nine directors, including the Chairman, the deputy Chairman, one executive
director, one non-executive director and five independent non-executive directors. Biographical details of the directors
are set out on pages 22 to 24 of the annual report and on hph trust’s corporate website.
the Board takes into consideration its size, experience and overall competence and expertise to determine if the Board
is effective. no nominating Committee has been established as the trustee-Manager and not hph trust appoints all
the directors. the nomination function, however, is still to be performed annually by the Board, taking into account the
performance and contribution of the directors.
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from time to time, new directors may be identified by the Board for appointment, if necessary, to complement the
experience and competency of the existing members of the Board.
CORPORATE GOVERNANCE REPORT
46
C A P I T A L I S I N G O N M O M E N T U M
