ANNUAL REPORT 2025 101 CORPORATE GOVERNANCE REPORT In the case of Ms. Im, notwithstanding that she is currently an independent non-executive director and a member of the audit committee of Hutchison Telecommunications Hong Kong Holdings Limited (“HTHKH”), the shares of which are listed on the Main Board of HKEx, the Board and the NC noted that these roles should not interfere with her ability to exercise independent judgment in the interests of the unitholders of HPH Trust as a whole for the following reasons: (i) Ms. Im does not have any relationship with the managing director(s), members of the management team, board of directors or substantial shareholder(s) of HTHKH; (ii) she is not involved in the day-to-day management and operation of HTHKH; (iii) she does not own any shares in HTHKH; (iv) she exercises independent judgment as an independent non-executive director of HTHKH, in particular on interested person transactions and on internal audit control and management; and (v) HTHKH is in a different business from HPH Trust. As such, given her extensive experience and qualifi cations, the Board and the NC are of the view that Ms. Im is able to contribute as an independent Director on the Board. Having carried out the review, the Board and the NC are satisfi ed that the relationships described above will not interfere with the independent judgment and ability to act with regard to the interests of all the unitholders of HPH Trust as a whole of Dr. Fong or Ms. Im. Accordingly, the Board has, pursuant to Regulation 12(6) of the BTR, determined that Dr. Fong Chi Wai, Alex and Ms. Im Man Ieng are independent. Neither of Dr. Fong nor Ms. Im participates nor will they participate in any discussion of the Board in relation to any transaction with a company of whom he/she is a director thereof or any matters that might give rise to a confl ict of interests with such company and they shall abstain from voting on any such proposals at any meeting of the Board. Under the letter of appointment, the Directors are required to report changes of circumstances at any time which may affect their independence. The Board and the NC are satisfi ed that the independent Directors are considered to be independent. Board Composition and Diversity The Board and the NC considered the structure, size and composition of the Board and board committees as appropriate for the current scope and nature of the Group’s operations, requirement of the business and facilitates effective decision making. Throughout the year, the number of Independent Non-executive Directors on the Board fulfi lled the minimum requirement of the BTA. The Board has the appropriate balance of Independent Directors and the fi ve Independent Directors are particularly aware of their responsibility to constantly place the interests of unitholders as a whole foremost in the consideration of all relevant matters. The Board and the NC have set qualitative and quantitative targets (where appropriate) for achieving board diversity, which are explained in further detail below. In particular, the Board and the NC seek to have Directors selected based on the merit and the contribution such Director can bring to the Board to complement and expand the competencies, experience and perspective of the Board as a whole, taking into account the corporate strategy of the Group and the benefi ts of various aspects of diversity, including gender, age, culture, ethnicity, educational background, professional experience and other factors that the NC may consider relevant from time to time towards achieving a diversifi ed board. As shown in the Board Skills Matrix on page 103 of this Report, (i) all Directors have experience in business management, strategic planning and risk management and are able to apply their expertise and experience to further the interests of HPH Trust, (ii) two-third of the Directors have experience in sustainability and related industry knowledge and experience, (iii) more than half of the Directors have experience in fi nancial reporting and banking; and (iv) two Directors have experience in legal/regulatory. These are in line with the targets set by the Board and the NC in relation to the skills, experience, values and background necessary to support the long-term strategic objectives of the Trust. Additionally, the Directors come from diverse backgrounds with various expertise in the container terminal industry and fi nance, business, legal and management fi elds, which are the targets set by the Board and the NC in relation to the professional experience required.
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