HUTCHISON PORT HOLDINGS TRUST 106 CORPORATE GOVERNANCE REPORT The ultimate responsibility for the selection and appointment of directors rests with the Board as a whole. No alternate director is appointed to the Board. In 2025, the NC conducted its annual review of the Board’s structure, size, and composition, including an assessment of the skills, knowledge, experience, and diversity profi le of members of the Board. The NC also considered succession planning following the resignation of Mr. Ng Chi Kit, Jimmy from the positions of the CFO and Investor Relations Offi cer. After a thorough evaluation of the qualifi cations, experience, and suitability of potential candidates, the NC recommended to the Board the appointment of Ms. Ivy Tong to succeed Mr. Ng as the CFO and Investor Relations Offi cer with eff ect from 5 May 2025. The NC and the Board are of the view that Ms. Tong possesses the requisite qualifi cations and experience to serve as the CFO and Investor Relations Offi cer of the Trustee-Manager. Multiple Directorships As part of its functions, the NC also reviews the ability of each Director to adequately carry out his/her duties as Director of the Trustee-Manager taking into consideration all relevant factors, including annual declaration of director’s time commitment from each Director which confi rms his/her ability to devote sufficient time and attention to the affairs of the Trust, having regard to his/her directorship and other principal commitments (and related changes in such appointments or commitments during the year) outside the Group, attendance and contributions of the Directors at meetings of the Board and/or, if applicable, its committees, level of commitment required of the director’s other principal commitments, results of the assessment of the effectiveness of the Board as a whole and its committees, CPD training undertaken and the respective Directors’ actual conduct and participation on the Board and its committees. For the year 2025, the NC concluded that each Director had devoted sufficient time and attention to the affairs of the Trust and has been able to discharge his/her duties as director effectively. The NC noted that based on the attendance at meetings of the Board and its committees during the year, most of the Directors were able to participate in all such meetings to carry out their duties. The NC is satisfi ed that all Directors have been able to and had adequately carried out their duties notwithstanding, their multiple board representations, where applicable and other principal commitments. Review of Board Diversity Policy and Director Nomination Policy; Independence and Trainings In 2025, the NC also reviewed (i) the Board Diversity Policy; (ii) the Director Nomination Policy; (iii) their respective implementation in the previous fi nancial year; (iv) the objective performance criteria and process for evaluation of the performance of the Board and board committee; (v) the contribution by the Chairman and the Directors; and (vi) the training and professional development programmes provided to the Board during the previous fi nancial year. The NC affirmed the independence of the Independent Non-executive Directors, having regard to their annual independence confi rmation and the assessment of their independence with reference to the independence criteria set out in the SGX-ST Listing Manual, the BTR and the Code. The NC particularly noted that the Independent Non-executive Directors continue to provide a balanced and independent view to the Board, play leading roles in the board committees, and bring independent and external dimension as well as constructive and informed comments on issues of the Group’s strategy, policy, performance, accountability, resources, key appointments and standards of conduct. The Board endorsed the NC’s view on the independence of the Independent Non-executive Directors. Further details on the review of the directors’ independence are set out under the section “Directors’ Independence” above. Board Performance Principle 5 The NC implements an annual board evaluation process through the identifi cation of objective performance criteria and process for evaluation of the effectiveness of the Board as a whole, and that of each of its committees separately, as well as the contributions by the Chairman and each individual Director to the Board for the Board’s approval. The evaluation of the overall performance of the Board, each board committee, and the contribution of the Chairman and the Directors to the Board was conducted using evaluation questionnaires. The NC and the Directors then review and discuss the fi ndings of the questionnaires. The objective of such evaluation is to ensure that the Board, each board committee and the Directors continue to act effectively in fulfi lling the duties and responsibilities expected of them. The evaluation parameters included, amongst others, the composition, expertise, leadership and processes of the Board and its committees. The contribution and performance of the Chairman and individual Directors are taken into account in their re-appointment. The Directors’ attendance, participation in and out of meetings, his or her special skills and contributions are taken into consideration. The Trustee-Manager believes that the effectiveness of the Directors’ individual performance is best assessed by a qualitative assessment of a Director’s contribution instead of focusing on the time committed to the Group. The Trustee-Manager considers that the existing practice is effective.
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