With respect to regular meetings of the Board, Directors receive written notice of the meeting generally about a month in advance
and an agenda with supporting Board papers no less than three days prior to the meeting. For other meetings, Directors are given
as much notice as is reasonable and practicable in the circumstances. Except for those circumstances permitted by the Articles
of Association of the Trustee-Manager, the Trust Deed of HPH Trust and the SGX-ST Listing Manual, a Director who has a material
interest in any contract, transaction, arrangement or any other kind of proposal put forward to the Board for consideration
abstains from voting on the relevant resolution and such Director is not counted for quorum determination purposes.
The appointment and removal of the Company Secretary required the approval of the Board. During the year, Ms. Lim Ka Bee
resigned as Company Secretary of the Trustee-Manager and the Board has collectively decided on the appointment of Ms. Lynn
Wan Tiew Leng as the new Company Secretary.
The Company Secretary, Ms. Lynn Wan Tiew Leng, and the Deputy Company Secretary, Ms. Edith Shih, are accountable to the
Board for ensuring that Board procedures are followed and Board activities are e¢ciently and e
ectively conducted. These
objectives are achieved through adherence to proper Board processes and the timely preparation and dissemination to Directors
of comprehensive Board meeting agendas and papers. Minutes of all Board and Audit Committee meetings are prepared and
maintained by the Company Secretary to record in su¢cient details the matters considered and decisions reached by the Board
or the Audit Committee, including any concerns raised or dissenting views voiced by any Director. All draft and final minutes of
Board and Audit Committee meetings are sent to Directors and Audit Committee members respectively for comments, approval
and records. Board records are available for inspection by any Director upon request.
The Company Secretary and the Deputy Company Secretary are responsible for ensuring that the Board is fully apprised
of all legislative, regulatory and corporate governance developments of relevance to the Group and that it takes these into
consideration when making decisions for the Group. From time to time, they organise seminars on specific topics of importance
and interest and disseminate reference materials to Directors for their information.
REMUNERATION MATTERS
Procedures for Developing Remuneration Polices
Principle 7
Directors’ remuneration and fees are borne by the Trustee-Manager and not HPH Trust. In practice, the Directors’ remuneration
and fees are paid out from the Trustee-Manager’s fee income, subject to the Board’s endorsement and approval by the
shareholders of the Trustee-Manager.
No Remuneration Committee has been established as all the Directors are appointed and remunerated by the Trustee-Manager,
and not HPH Trust.
The Trustee-Manager has established policy on, and formal procedure for determining, executive remuneration, which is subject
to review by the Board from time to time.
Level and Mix of Remuneration
Principle 8
The remuneration of key management personnel is determined with reference to their expertise and experience in the industry,
the performance and profitability of the Group as well as remuneration benchmarks from other local and international
companies and prevailing market conditions. The level and structure of remuneration of key management personnel also have
regard to the long-term interests and risk policies of the Group and comprise both fixed and variable components. The key
management personnel participate in bonus arrangements which are determined in accordance with the performance of the
Group and the individual’s performance.
Corporate
Governance Report
OPTIMISING FOR THE FUTURE
052
