Corporate
Governance Report
Board appointment has been, and will continue to be, made based on merit that complements and expands the skills,
experience and expertise of the Board as a whole, taking into account the following principles:
(a) The majority of Board members should be Non-executive and Independent Directors;
(b) The Chairman of the Board should be a Non-executive Director;
(c) The Board should comprise Directors with a wide range of commercial and management experience, which provides an
appropriate balance of diversity of skills, experience, gender and industry knowledge; and
(d) At least a majority of the Directors should be independent from management and business relationships with the Trustee-
Manager and from every substantial shareholder of the Trustee-Manager.
The Board considered its board size as appropriate for the current scope and nature of the Group’s operations and facilitates
e
ective decision making. Throughout the year, the number of Independent Non-executive Directors on the Board fulfilled the
minimum requirement of the BTA. The Directors come from diverse backgrounds with various expertise in the container terminal
industry and finance, business and management fields. They are able to apply their expertise and experience to further the
interests of HPH Trust. The Board has the appropriate balance of Independent Directors and the five 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.
Chairman and CEO
Principle 3
The role of the Chairman and the Deputy Chairman are separate from that of the CEO. Such division of responsibilities reinforces
the independence and accountability of these Directors.
The Chairman, Mr. Fok Kin Ning, Canning, assisted by the Deputy Chairman, Dr. John Edward Wenham Meredith, is responsible for
providing leadership to, and overseeing the functioning of, the Board to ensure that it acts in the best interests of the Group and
that Board meetings are planned and conducted e
ectively. The Chairman is responsible for setting the agenda for each Board
meeting, taking into account, where appropriate, matters proposed by the Directors, the Company Secretary and the Deputy
Company Secretary. With the support of the Executive Director, the Company Secretary and the Deputy Company Secretary, the
Chairman seeks to ensure that all Directors are properly briefed on issues arising at Board meetings and provided with adequate
and accurate information in a timely manner. The Chairman promotes a culture of openness and actively encourages Directors
to voice their opinion and be fully engaged in the Board’s a
airs so as to contribute to the Board’s e
ective functioning. The
Board, under the leadership of the Chairman, has adopted good corporate governance practices and procedures and taken
appropriate steps to provide e
ective communication with unitholders and other stakeholders, as outlined later in this report.
The CEO is responsible for managing the businesses of the Group, attending to the formulation and successful implementation
of Group policies and assuming full accountability to the Board for all Group operations. Acting as the principal manager of the
Group’s businesses, the CEO attends to developing strategic operating plans that reflect the long-term objectives and priorities
established by the Board and is directly responsible for maintaining the operational performance of the Group. Working with the
CFO, and the executive management team of each core business division, the CEO presents annual budgets to the Board for
consideration and approval, and ensures that the Board is fully apprised of the funding requirements of the businesses of the
Group. With the assistance of the CFO, the CEO sees to it that the funding requirements of the businesses are met and closely
monitors the operating and financial results of the businesses against plans and budgets, taking remedial action if necessary.
He maintains an ongoing dialogue with the Chairman, the Deputy Chairman and all Directors to keep them fully informed of
all major business developments and issues. He is also responsible for building and maintaining an e
ective executive team to
support him in his role.
Mrs. Sng Sow-Mei (alias Poon Sow Mei) is appointed as the Lead Independent Director. Unitholders may contact the Lead
Independent Director in cases where they have concerns for which contact through normal channels of the Chairman, the CEO
or the CFO has failed to resolve the issue or is inappropriate. Her contact details are available on HPH Trust’s corporate website
).
The Lead Independent Director provides feedback to the Chairman as appropriate should there be any issue coming to her
attention from the discussions among the Independent Non-executive Directors without the presence of the other Directors.
049
ANNUAL REPORT 2015
HUTCHISON PORT HOLDINGS TRUST
