CORPORATE
GOVERNANCE REPORT
Directors’ Independence
a director is considered to be independent in accordance with the provisions of the Btr if he or she is independent from
management and business relationships with the trustee-Manager and from every substantial shareholder of the trustee-
2FSFLJW 9MJ 'TFWI MFX HTSIZHYJI FS FSSZFQ WJ[NJ\ TK YMJ NSIJUJSIJSHJ TK YMJ .SIJUJSIJSY )NWJHYTWX 2JXXWX (MFS 9_J
leung, robert, graeme allan Jack, Ma si hang, frederick, Kevin anthony westley and Mrs. sng sow-Mei (alias poon sow Mei).
Messrs. graeme allan Jack, Chan tze leung, robert, and Kevin anthony westley, are considered to be independent from
management and business relationships with the trustee-Manager, and from every substantial shareholder(s) of the
trustee-Manager. Construed within the context of the Btr, prof. Ma si hang, frederick and Mrs. sng sow-Mei (alias poon
sow Mei) are considered to be independent from management and business relationships with the trustee-Manager, but
not independent from the substantial shareholder of the trustee-Manager. with respect to prof. Ma si hang, frederick and
2WX 8SL 8T\ 2JN FQNFX 5TTS 8T\ 2JN YMJ 'TFWI MFX NS NYX WJ[NJ\ YFPJS YMJ KTQQT\NSL NSYT HTSXNIJWFYNTS
in the case of Mrs. sng sow-Mei (alias poon sow Mei), notwithstanding that she is currently an independent non-executive
director and a member of the audit committees of Cheung Kong infrastructure holdings limited (“CKi”), which is listed
in hong Kong; ara asset Management (fortune) limited (“fortune reit Manager”), which manages fortune real estate
investment trust (“fortune reit”, listed in singapore and hong Kong) and ara asset Management (prosperity) limited
(“prosperity reit Manager”), which manages prosperity real estate investment trust (“prosperity reit”, listed in hong Kong),
the directors noted that these roles should not interfere with her ability to exercise independent judgment in the interests
TK YMJ ZSNYMTQIJWX TK -5- 9WZXY KTW YMJ KTQQT\NSL WJFXTSX
N
2WX 8SL ITJX STY MF[J FS^ WJQFYNTSXMNU \NYM YMJ HMNJK J]JHZYN[J TǫHJWX RJRGJWX TK YMJ RFSFLJRJSY YJFRX GTFWIX
of directors or major shareholders or unitholders of CKi or these real estate investment trusts (“reits”);
(ii) she is not involved in the day-to-day management and operation of CKi or these reits;
(iii) she does not own any shares/units of any of CKi and prosperity reit, and she is only a minority unitholder of fortune
reit holding 220,000 units;
(iv) she exercises independent judgment as a member of the audit committees of the above-mentioned companies/reits,
in particular on interested person transactions and on internal audit control and management;
[ YMJ FGT[J RJSYNTSJI HTRUFSNJX 7*.9X TK \MNHM XMJ NX HZWWJSYQ^ FS NSIJUJSIJSY STS J]JHZYN[J INWJHYTW FWJ NS INǨJWJSY
businesses from hph trust.
as such, given her extensive experience and qualifications, she will be able to contribute as an independent director on
the Board.
in the case of prof. Ma si hang, frederick, notwithstanding that he is a director (independent) of husky energy inc.
(“husky”), an associated company of hutchison whampoa limited, he is not involved in the day-to-day management of
husky. in any case, husky does not engage in the same business as hph trust and his role as an independent director
of husky should not interfere with the exercise of his independent judgment with regard to the interests of all the
unitholders of hph trust.
having carried out the review, the Board is satisfied that the relationships described above will not interfere with either
of Mrs. sng sow-Mei’s (alias poon sow Mei) or prof. Ma si hang, frederick’s independent judgment and ability to act with
regard to the interests of all the unitholders of hph trust as a whole. accordingly, the Board has, pursuant to regulation
12(6) of the Btr, determined that both Mrs. sng sow-Mei (alias poon sow Mei) and prof. Ma si hang, frederick are
independent from management and business relationships with the trustee-Manager or independent from the substantial
shareholder of the trustee-Manager, as the case may be, and the Board is satisfied that these directors’ independent
judgment and ability to act with regard to the interests of all the unitholders of hph trust as a whole will not be interfered
with, despite the relationships, and are therefore both independent directors.
as (i) Mrs. sng sow-Mei (alias poon sow Mei) is also a director of CKi, the fortune reit Manager and the prosperity reit Manager
and (ii) prof. Ma si hang, frederick is also a director of husky, they will not participate in any discussions of the Board in relation
to any transactions with (a) (in relation to Mrs. sng sow-Mei (alias poon sow Mei)) CKi, fortune reit and prosperity reit, (b) (in
WJQFYNTS YT 5WTK 2F 8N -FSL +WJIJWNHP -ZXP^ TW H NS WJQFYNTS YT GTYM TK YMJR FS^ RFYYJWX YMFY RNLMY LN[J WNXJ YT F HTSǪNHY TK
interest with the above mentioned entities and shall abstain from voting on any such proposals at any meeting of the Board.
9MJ 'TFWI NX XFYNXǩJI YMFY YMJ .SIJUJSIJSY )NWJHYTWX FWJ HTSXNIJWJI YT GJ NSIJUJSIJSY
47
HUTCHISON PORT HOLDINGS TRUST
ANNUAL REPORT 2014
