HUTCHISON PORT HOLDINGS TRUST 100 CORPORATE GOVERNANCE REPORT Directors’ Independence HPH Trust recognises that Board independence is key to good corporate governance. As part of the established governance framework, the Group has in place effective mechanisms that underpin a strong independent Board and that independent views and input from Directors are conveyed to the Board. The governance framework and mechanisms are kept under regular review to align with international best practice, ensuring their effectiveness. The Board and the NC have assessed the independence of all the independent non-executive Directors having regard to the independence criteria as set out in the SGX-ST Listing Manual, the BTR and the Code. Declarations of independence were provided by the Directors. The Board and the NC considered all of them to be independent in accordance with Rule 210(5) of the SGX-ST Listing Manual because none of them (i) have been employed by the Trustee-Manager or any of its related corporations for the current fi nancial year or any of the past three fi nancial years of the Trustee-Manager, and (ii) have an immediate family member who is or has been in any of the past three fi nancial years, employed by the Trustee-Manager or any of its related corporations and whose remuneration is determined by the Board. 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-Manager. Mr. Lai Kai Ming, Dominic, Ms. Edith Shih, Mr. Ip Sing Chi and Ms. Lee Tung Wan, Diana are not independent as they are not independent from every substantial shareholder of the Trustee-Manager. Mr. Lee Kah Lup, Ms. Seah Bee Eng (alias Jennifer Loh) and Prof. Chan Fan-cheong, Tony are considered to be independent from Management and business relationships with the Trustee-Manager, and from every substantial shareholder of the Trustee-Manager. Construed within the context of the BTR, Dr. Fong Chi Wai, Alex and Ms. Im Man Ieng are considered to be independent from Management and business relationships with the Trustee-Manager, but not independent from the substantial shareholder(s) of the Trustee-Manager. With respect to Dr. Fong and Ms. Im, the Board and the NC have in their review taken the following into consideration: In the case of Dr. Fong, notwithstanding that he is currently an independent non-executive director, chairman of the remuneration committee and the audit committee, and a member of the sustainability committee of TOM Group Limited (“TOM”), the shares of which are listed on the Main Board of HKEx and an independent non-executive director, a member of the remuneration committee and the sustainability committee of HK Electric Investments Limited; an independent non-executive director of HK Electric Investments Manager Limited (as trustee-manager of HK Electric Investments) and a director of The Hongkong Electric Company, Limited (collectively, the “Companies”), the share stapled units jointly issued by HK Electric Investments Limited and HK Electric Investments are listed in Hong Kong, the Board and the NC noted that these roles should not interfere with his ability to exercise independent judgment in the interests of the unitholders of HPH Trust as a whole for the following reasons: (i) Dr. Fong does not have any relationship with the chief executive officer, members of the management team, board of directors or substantial shareholder(s) of the Companies; (ii) he is not involved in the day-to-day management and operation of the Companies; (iii) he does not own any shares in the Companies; (iv) he exercises independent judgment as an independent non-executive director/a director of the Companies, in particular on interested person transactions and on internal audit control and management; and (v) the Companies are in different businesses from HPH Trust. As such, given his extensive experience and qualifi cations, the Board and the NC are of the view that Dr. Fong is able to contribute as an independent Director on the Board.
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