ANNUAL REPORT 2025 115 CORPORATE GOVERNANCE REPORT To assist the Board in assessing the overall governance, fi nancial reporting, risk management and internal control framework and maintaining effective risk management and internal control systems covering all material controls, including fi nancial, operational and compliance controls, in 2025, the AC also reviewed the process by which the Group evaluated its control environment and managed signifi cant risks (including cyber risks). It received, considered and provided feedback on the risk management report, the composite risk register, risk heat map, the presentation of the Head of Internal Audit and Management on their review with respect to the effectiveness of the risk management and internal control systems of the Group. Based on these reviews, the AC concurred with Management’s confi rmation that such systems are effective and adequate. In addition, the AC reviewed, in conjunction with the Group’s Internal Audit, the 2025 work plans and resource requirements, and deliberated on the reports regarding the effectiveness of risk management and internal controls systems (including cyber risks) of the Group. Further, it also considered the reports from the Legal Department on the Group’s material litigation proceedings and compliance status on key legal and regulatory requirements. These reviews and reports were taken into consideration by the AC when it made its recommendation to the Board for approval of the consolidated fi nancial statements. During 2025, the AC also received periodic presentations on, and reviewed, the compliance status of the Group with respect to the Code as well as other corporate governance topics including the Group’s policies and practices on compliance with legal and regulatory requirements, and ensured that any deviation from the Code was properly explained and disclosed in this report. In 2025, the AC also reviewed and recommended to the Board updates to the Anti-Fraud and Anti-Bribery Policy and the Whistleblowing Policy. The AC has adequate resources, including access to external consultants and auditors, to enable it to discharge its responsibilities properly. The AC reviewed the volume and nature of all non-audit services provided by the external auditor and received the requisite information from the external auditor evidencing the latter’s independence. Based on the information received and review of the AC, the AC is satisfi ed that the non-audit services provided by the external auditor will not prejudice the independence and objectivity of the external auditor. Having considered the performance and independence of PwC, the AC recommended to the Board on the re-appointment of PwC as the external auditor which will be considered by the unitholders at the forthcoming annual general meeting. The total fees paid to the external auditor, PwC, are disclosed in the table below: External Auditor Fees For FY2025 HK$’000 % of total fees Total Audit Fees 17,661 89% Total Non-Audit Fees 2,073 11% Total Fees Paid 19,734 100% Based on the Interested Person Transactions Policy, the AC monitored the procedures established by the Trustee- Manager to regulate interested person transactions to ensure timely, complete and accurate reporting of these transactions. The AC also reviewed the volume and nature of interested person transactions. No AC member is a former partner or director of HPH Trust’s existing auditing fi rm or auditing corporation (a) within a period of two years commencing on the date of his/her ceasing to be a partner or director and in any case (b) for as long as he/she has any fi nancial interest in auditing fi rm or auditing corporation. Whistleblowing In line with the commitment to achieve and maintain the highest standards of openness, probity and accountability, the Trustee-Manager expects and encourages employees of the Group and those who deal with the Group (e.g. customers, suppliers, creditors and debtors) to report to the Trustee-Manager, in confi dence, any suspected impropriety, misconduct or malpractice concerning the Group. In this regard, the Trustee-Manager has adopted the Whistleblowing Policy. The policy aims to provide reporting channels and guidance on reporting possible improprieties and reassurance to whistleblowers of the protection that the Group will extend to them in the formal system, including anonymity and legal protection against unfair dismissal or victimisation treatment for any genuine reports made. The Board delegated the authority to the AC, which is responsible for ensuring that proper arrangements are in place for fair and independent investigation of any matters raised and appropriate follow-up actions are taken.
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