HUTCHISON PORT HOLDINGS TRUST 94 CORPORATE GOVERNANCE REPORT HPH Trust is a business trust constituted under the Business Trusts Act 2004 of Singapore (as amended by the Business Trusts (Amendment) Act 2022) (“BTA”). Hutchison Port Holdings Management Pte. Limited (“Trustee-Manager”) as the trustee-manager of HPH Trust is responsible for managing the business of HPH Trust as defi ned in the deed of trust dated 25 February 2011 and as amended and supplemented by the fi rst supplemental deed dated 28 April 2014 and the second supplemental deed dated 8 June 2020 (collectively, “Trust Deed”). The Trustee-Manager strives to attain and maintain high standards of corporate governance best suited to the needs and interests of HPH Trust group of companies (“Group”) as it believes that an effective corporate governance framework is fundamental to promoting and safeguarding the interests of unitholders as a whole and other stakeholders and enhancing unitholder value. Accordingly, the Trustee-Manager has adopted and applied corporate governance principles and practices that emphasise a quality Board of Directors (“Board”), effective risk management and internal control systems, stringent disclosure practices, transparency and accountability as well as effective communication and engagement with unitholders and other stakeholders. It is, in addition, committed to continuously enhancing these standards and practices and inculcating a robust culture of compliance and ethical governance underlying the business operations and practices across the Group. The Board sets out in this report the corporate governance principles and practices put in place for the fi nancial year ended 31 December 2025 with reference to the BTA, the Business Trusts Regulations (“BTR”), the Code of Corporate Governance 2018 (“Code”) and the Listing Manual of Singapore Exchange Securities Trading Limited (“SGX-ST Listing Manual”). HPH Trust has complied throughout the fi nancial year ended 31 December 2025 with all the principles and provisions of the Code, where applicable. The reasons for deviations from the provisions of the Code are explained in this report. BOARD MATTERS The Board’s Conduct of Affairs Principle 1 Role of the Board The Board is accountable to unitholders for the long-term sustainable success of HPH Trust. It is responsible for shaping and overseeing the corporate culture, setting and guiding the long-term strategic objectives of HPH Trust with appropriate focus on value creation and risk management, directing, supervising and monitoring the managerial performance and operating practices of the Group to ensure they align with the desired culture. It also ensures ongoing effective communication with unitholders and engagement with key stakeholders as it develops the purpose and values of HPH Trust. Directors are fi duciaries and are charged with the task of promoting the long term sustainable success of HPH Trust and objectively making decisions in the best interests of HPH Trust with due regard to sustainability considerations. The Board has established a framework for the management of HPH Trust, putting in place all relevant risk management and internal control systems review assessment and reporting processes. The Board, led by the Chairman, Mr. Lai Kai Ming, Dominic, fosters and oversees the culture, determines and monitors Group-wide strategies and policies, annual budgets and business plans, evaluates the performance of HPH Trust, and supervises the management of HPH Trust (“Management”). Management is responsible for the day-to-day operations of the Group under the leadership of Mr. Ivor Chow, the Chief Executive Officer (“CEO”), and ensuring that the desired culture of HPH Trust is understood and shared at all levels of the Group. Procedures are instituted to deal with confl icts of interest issues. Except for those circumstances permitted by the constitution of the Trustee-Manager, the Trust Deed, the SGX-ST Listing Manual and applicable laws, a Director would abstain from voting on resolutions approving any contract, transaction, arrangement or any other kind of proposal put forward to the Board in which he/she or any of his/her close associates is materially interested, and such Director is not counted for quorum determination purposes. HPH Trust has in place, among others, an Internal Control Manual which includes a code of conduct that sets the tone for the Group in respect of ethics, values, the desired organisational culture and the proper accountability with the Group, the Finance Manual and the Legal and Regulatory Compliance Manual. To enable Directors to fully discharge their duties and obligations, each Director has been furnished with the Legal and Regulatory Compliance Manual, the Internal Control Manual and Finance Manual setting forth comprehensive internal guidelines on matters relating to internal control and fi nance.
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