Corporate
Governance Report
(b) The Management provides regular updates to the Board and the Audit Committee about potential projects that it is looking into on
behalf of HPH Trust and the Board and the Audit Committee ensure that all such projects are within the permitted business scope
under the Trust Deed. Prior to the carrying out of any significant business transaction, the Board, the Audit Committee and/or the
Management will have careful regard to the provisions of the Trust Deed and when in doubt seek advice from professional advisers.
(c) The Trustee-Manager is not involved in any other businesses other than managing HPH Trust. All potential conflicts, if arising, will
be identified by the Board and the Management and reviewed. In addition, the majority of the Board are Independent Directors
of the Trustee-Manager who do not have management or business relationships with the Trustee-Manager and are independent
from any substantial shareholder of the Trustee-Manager and are therefore able to examine independently and objectively,
any potential conflicts between the interest of the Trustee-Manager in its own capacity and the interests of all unitholders
of HPH Trust. In respect of matters in which a Director has an interest, direct or indirect, such interested Director will abstain
from participating in the review and approval process with regard to the matter. There is (i) the Non-Compete Agreement
pursuant to which HPH has undertaken not to invest in, develop, operate and manage deep-water container ports in the
Guangdong Province, Hong Kong and Macau and HPH Trust has undertaken not to invest in, develop, operate and manage
deep-water container ports in any part of the world outside of the Guangdong Province, Hong Kong and Macau, save
that HPH may pursue any investment opportunity (including undertaking greenfield port development) declined by HPH
Trust; and (ii) the ROFR Agreement pursuant to which (aa) a right of first refusal has been granted by HPH to HPH Trust to
acquire a port development project or a developed port falling within the investment mandate of HPH Trust and owned by
HPH or its subsidiaries and (bb) a right of first refusal has been granted by the Trustee-Manager as the trustee-manager
of HPH Trust to HPH to acquire a port development project or a developed port of HPH Trust, both on terms and conditions
contained in the ROFR Agreement. The Trustee-Manager maintains a register of all opportunities/transactions arising from
the implementation of the Non-Compete Agreement and the ROFR Agreement. Also, the Trustee-Manager incorporates in
its internal audit plan, a review of the implementation of the Non-Compete Agreement and the ROFR Agreement and the
Audit Committee reviews the internal audit reports at least twice a year to ascertain that the terms of the Non-Compete
Agreement and the ROFR Agreement have been complied with.
(d) The Management identifies interested person transactions in relation to HPH Trust. The Trustee-Manager maintains a register
to record all interested person transactions which are entered into by HPH Trust and the bases, including any quotations
from unrelated parties obtained to support such bases, on which they are entered into. The Trustee-Manager incorporates
into its internal audit plan a review of all interested person transactions entered into by HPH Trust. The Audit Committee
reviews the internal audit reports at least twice a year to ascertain that the guidelines and procedures established to
monitor interested person transactions have been complied with and conducts an annual review of all such transactions to
determine if such transactions have been conducted on normal commercial terms and will not be prejudicial to the interests
of HPH Trust and the unitholders. In addition, all such interested person transactions conducted and any contract entered
into by the Trustee-Manager on behalf of HPH Trust with a related party of the Trustee-Manager or HPH Trust, shall comply
with and be in accordance with all applicable requirements of the SGX-ST Listing Manual and the BTA as well as such other
guidelines as may from time to time be prescribed to apply to business trusts.
(e) The expenses payable to the Trustee-Manager in its capacity as the trustee-manager of HPH Trust out of the Trust property
are appropriate and in accordance with the Trust Deed, and regular internal reviews are carried out to ensure such
expenses payable are in order. Fees and expenses paid to the Trustee-Manager out of HPH Trust property for the financial
year ended 31 December 2015 are disclosed in note 29(i)(f) of the Accounts, on page 111 of the Annual Report.
(f) The Trustee-Manager has engaged the services of and obtained advice from professional advisers and consultants from
time to time, and has complied with the requirements of the BTA and the SGX-ST Listing Manual.
OPTIMISING FOR THE FUTURE
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