Corporate
Governance Report
Board Membership
Principle 4
As at 31 December 2015, the Board comprised nine Directors, including the Chairman, the Deputy Chairman, one Executive
Director, one Non-executive Director and five Independent Non-executive Directors. Biographical details of the Directors are set
out on pages 20 to 24 of the Annual Report and on HPH Trust’s corporate website.
The Board takes into consideration its size, experience and overall competence and expertise to determine if the Board is
e
ective. No Nominating Committee has been established as the Trustee-Manager and not HPH Trust appoints all the Directors.
The nomination function, however, is still to be performed annually by the Board, taking into account the performance and
contribution of the Directors.
The Board does not set the maximum number of board representations which a director may hold but confirmation is received
from each Director that he/she has provided su¢cient time and attention to the a
airs of the Group. In addition, Directors
disclose to the Trustee-Manager their interests as director and/or other o¢ce positions in other public companies and
organisations in a timely manner and update the Trustee-Manager on any subsequent changes. The Board, on the basis of the
above, is satisfied that the Directors have given su¢cient time and attention to the a
airs of the Trustee-Manager and HPH Trust.
From time to time, new Directors may be identified by the Board for appointment, if necessary, to complement the experience
and competency of the existing members of the Board. During the year, Prof. Ma Si Hang, Frederick resigned and Mr. Wong Kwai
Lam was appointed as independent non-executive director of the Trustee-Manager, both with e
ect from 2 December 2015.
The Board does not encourage the appointment of alternate director. No alternate director is appointed to the Board.
Directors’ Independence
A Director is considered to be independent in accordance with the provisions of the BTR if he or she is independent from
management and business relationships with the Trustee-Manager and from every substantial shareholder of the Trustee-
Manager. The Board has conducted an annual review of the independence of the Independent Directors: Messrs. Chan Tze Leung,
Robert, Graeme Allan Jack, Wong Kwai Lam, Kevin Anthony Westley and Mrs. Sng Sow-Mei (alias Poon Sow Mei).
Messrs. Graeme Allan Jack, Chan Tze Leung, Robert and Kevin Anthony Westley, are considered to be independent from
management and business relationships with the Trustee-Manager, and from every substantial shareholder(s) of the Trustee-
Manager. Construed within the context of the BTR, Mr. Wong Kwai Lam and Mrs. Sng Sow-Mei (alias Poon Sow Mei) are considered
to be independent from management and business relationships with the Trustee-Manager, but not independent from the
substantial shareholder of the Trustee-Manager. With respect to Mr. Wong Kwai Lam and Mrs. Sng Sow-Mei (alias Poon Sow Mei),
the Board has in its review taken the following into consideration:
In the case of Mrs. Sng Sow-Mei (alias Poon Sow Mei), notwithstanding that she is currently an independent non-executive
director and a member of the audit committees of Cheung Kong Infrastructure Holdings Limited (“CKI”), which is listed in Hong
Kong; ARA Asset Management (Fortune) Limited (“Fortune REIT Manager”), which manages Fortune Real Estate Investment Trust
(“Fortune REIT”, listed in Singapore and Hong Kong) and ARA Asset Management (Prosperity) Limited (“Prosperity REIT Manager”),
which manages Prosperity Real Estate Investment Trust (“Prosperity REIT”, listed in Hong Kong), the Directors noted that these
roles should not interfere with her ability to exercise independent judgment in the interests of the unitholders of HPH Trust for the
following reasons:
(i) Mrs. Sng does not have any relationship with the chief executive o¢cers, members of the management teams, boards of
directors or major shareholders or unitholders of CKI or these real estate investment trusts (“REITs”);
(ii) She is not involved in the day-to-day management and operation of CKI or these REITs;
(iii) She does not own any shares/units of any of CKI and Prosperity REIT, and she is only a minority unitholder of Fortune REIT
holding 220,000 units;
(iv) She exercises independent judgment as a member of the audit committees of the above-mentioned companies/REITs, in
particular on interested person transactions and on internal audit control and management;
(v) the above-mentioned companies/REITs of which she is currently an independent non-executive director are in di
erent
businesses from HPH Trust.
OPTIMISING FOR THE FUTURE
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