Corporate
Governance Report
The Group currently does not have any compensation plan in the form of unit option scheme or arrangement to enable the
key management personnel to acquire units in HPH Trust. There are no existing or proposed service agreements with the CEO
and the key management personnel of HPH Trust that provide for benefits upon termination of appointment, retirement or
post-employment.
The remuneration of the Trustee-Manager is provided for in the Trust Deed. The Trustee-Manager is entitled under the Trust Deed
to management fees, acquisition fee, divestment fee and development fee based on pre-agreed mechanisms set out in the Trust
Deed. Fees paid to the Trustee-Manager for the financial year ended 31 December 2015 are set out on pages 110 and 111 of
the Annual Report.
ACCOUNTABILITY AND AUDIT
Accountability
Principle 10
The Board has overall responsibility to unitholders for ensuring that the Group is well managed and guided by its strategic objectives.
In presenting HPH Trust’s quarterly and full-year financial results, the Board aims to provide a balanced and understandable
assessment of HPH Trust’s performance, position and prospects.
The Board also reviews the legal and regulatory compliance reports fromManagement to ensure compliance with the relevant legislative
and regulatory requirements.
Management provides the Board with financial and operational reports on HPH Trust’s performance and financial position on a
quarterly basis and monthly financial performance reports of key operating entities of the Group. All Directors also have unrestricted
access to HPH Trust’s records and information through requests for further explanations, briefings and informal discussions on HPH
Trust’s operations or business issues from the Management.
Risk Management and Internal Controls
Principle 11
The Board has overall responsibility for the Group’s systems of internal control, corporate governance compliance and assessment and
management of risks.
In meeting its responsibility, the Board seeks to increase risk awareness across the Group’s business operations and has put in place
policies and procedures, including parameters of delegated authority, which provide a framework for the identification and management
of risks. It also reviews and monitors the adequacy and e
ectiveness of the systems of internal control to ensure that the policies and
procedures in place are adequate. Reporting and review activities include review by the CEO and the Board and approval of detailed
operational and financial reports, budgets and plans provided by the management of the business operations, review by the Board of
actual results against budget, review by the Audit Committee of the ongoing work of the Group’s internal audit and risk management
functions, as well as regular business reviews by the CEO and the executive management team of each core business division.
On behalf of the Board, the Audit Committee reviews regularly the corporate governance structure and practices within the Group and
monitors compliance fulfillment on an ongoing basis.
Whilst these procedures are designed to identify and manage risks that could adversely impact the achievement of the Group’s business
objectives, they do not provide absolute assurance against material mis-statement, errors, losses, fraud or non-compliance.
Internal Control Environment and Systems
Managing Directors or General Managers are appointed to the boards of all material operating subsidiaries and associated companies for
monitoring those companies, including attendance at board meetings, review and approval of business strategies, budgets and plans, and
setting of key business performance targets. The executive management team of each core business division is accountable for the conduct
and performance of each business in the division within the agreed strategies and similarly management of each business is accountable
for its conduct and performance.
The Group’s internal control procedures include a comprehensive system for reporting information to the executive management teams of
each core business and the Executive Director.
OPTIMISING FOR THE FUTURE
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