As such, given her extensive experience and qualifications, she will be able to contribute as an Independent Director on the Board.
In the case of Mr Wong Kwai Lam, notwithstanding that he is currently an independent non-executive director of Prosperity REIT
Manager, the Directors noted that this role should not interfere with his ability to exercise independent judgement in the interest of
unitholders of HPH Trust for the following reasons:
(i) Mr. Wong does not have any relationship with the chief executive o¢cer, members of the management team, board of
directors or major shareholders/unitholders of Prosperity REIT;
(ii) He does not hold an executive role in Prosperity REIT and is not involved in the day-to-day management and operation of it;
(iii) He does not own units in Prosperity REIT;
(iv) Prosperity REIT is in a di
erent business from HPH Trust.
As such, given his extensive experience and qualifications, he will be able to contribute as an Independent Director on the Board.
Having carried out the review, the Board is satisfied that the relationships described above will not interfere with either of Mrs. Sng
Sow-Mei’s (alias Poon Sow Mei) or Mr. Wong Kwai Lam’s independent judgment and ability to act with regard to the interests of all
the unitholders of HPH Trust as a whole. Accordingly, the Board has, pursuant to Regulation 12(6) of the BTR, determined that both
Mrs. Sng Sow-Mei (alias Poon Sow Mei) and Mr. Wong Kwai Lam are independent from management and business relationships
with the Trustee-Manager or independent from the substantial shareholder of the Trustee-Manager, as the case may be, and the
Board is satisfied that these Directors’ independent judgment and ability to act with regard to the interests of all the unitholders of
HPH Trust as a whole will not be interfered with, despite the relationships, and are therefore both Independent Directors.
As (i) Mrs. Sng Sow-Mei (alias Poon Sow Mei) is also a director of CKI, the Fortune REIT Manager and the Prosperity REIT Manager
and (ii) Mr. Wong Kwai Lam is also a director of the Prosperity REIT Manager, they will not participate in any discussions of the Board
in relation to any transactions with (a) (in relation to Mrs. Sng Sow-Mei (alias Poon Sow Mei)) CKI, Fortune REIT and Prosperity REIT, (b)
(in relation to Mr. Wong Kwai Lam) Prosperity REIT, or (c) (in relation to both of them) any matters that might give rise to a conflict of
interests with the above mentioned entities and shall abstain from voting on any such proposals at any meeting of the Board.
The Board is satisfied that the Independent Directors are considered to be independent.
Board Performance
Principle 5
Evaluation of the performance of the Board as a whole and the Audit Committee together with the Directors was conducted by
questionnaires. The objective of such evaluation is to ensure that the Board, the Audit Committee and the Directors continued to
act e
ectively in fulfilling the duties and responsibilities expected of them.
The Board has reviewed and is satisfied that it has met its performance objectives.
Access to Information
Principle 6
The Board meets regularly, and at least four times a year with meeting dates scheduled prior to the beginning of the year.
Between scheduled meetings, Management provides to Directors, on a regular basis, monthly internal financial statements of
key operating entities of the Group and other relevant information with respect to the performance, and business activities and
development of the Group. Throughout the year, Directors participate in the deliberation and approval of routine and operational
matters of the Trustee-Manager by way of written resolutions with supporting explanatory materials, supplemented by additional
verbal and/or written information from the Company Secretary, the Deputy Company Secretary, or other executives as and when
required. Details of material or notable transactions of subsidiaries and associated companies are provided to the Directors as
appropriate. Whenever warranted, additional Board meetings are held. In addition, Directors have full access to information on
the Group and independent professional advice at the expense of HPH Trust at all times whenever deemed necessary by the
Directors and they are at liberty to propose appropriate matters for inclusion in Board agendas. Directors also have separate and
independent access to Management, the Company Secretary and the Deputy Company Secretary at all times.
Corporate
Governance Report
051
ANNUAL REPORT 2015
HUTCHISON PORT HOLDINGS TRUST
