1 The 3rd ICAC Symposium Corporate Governance – The cornerstone Estella Ng Executive Director Hang Lung Properties Limited

2 Corporate Governance Agenda Introduction – What is Corporate Governance?Introduction – What is Corporate Governance? The OECD principles of Corporate GovernanceThe OECD principles of Corporate Governance The Corporate Governance in practiceThe Corporate Governance in practice

3 What is Corporate Governance?

4 Corporate Governance – The cornerstone The cornerstone of the modern The cornerstone of the modern market-oriented economy market-oriented economy

5 Corporate Governance Promote the efficient use of scarce resourcesPromote the efficient use of scarce resources Promote the trust of investorsPromote the trust of investors Good corporate governance has a positive link to economic development and good corporate performanceGood corporate governance has a positive link to economic development and good corporate performance Funds will flow to entities which are seen to have internationally accepted standards of corporate governanceFunds will flow to entities which are seen to have internationally accepted standards of corporate governance

6 Corporate Governance Why is it important? Proliferation of financial scandals and crisisProliferation of financial scandals and crisis Loss of trust of investorsLoss of trust of investors Globalization lead to increasing cross-border investment opportunities but investors may not have knowledge about the regulatory framework of overseas investeesGlobalization lead to increasing cross-border investment opportunities but investors may not have knowledge about the regulatory framework of overseas investees

7 Corporate Governance Investors are not willing to invest in countries/companies that are corrupt, prone to fraud, poorly managed and lacking sufficient protection for investors’ rightsInvestors are not willing to invest in countries/companies that are corrupt, prone to fraud, poorly managed and lacking sufficient protection for investors’ rights Securities and company law protection may help, but not enoughSecurities and company law protection may help, but not enough Corporate Governance supplements the legal frameworkCorporate Governance supplements the legal framework

8 Corporate Governance Corporate Governance also plays an important role in maintaining corporate integrity and managing the risk of corporate fraud, combating against management misconduct and corruptionCorporate Governance also plays an important role in maintaining corporate integrity and managing the risk of corporate fraud, combating against management misconduct and corruption

9 Corporate Governance - Definition the system by which business corporations are directed and controlledthe system by which business corporations are directed and controlled specifies the distribution of rights and responsibilities among different participants in the corporation, such as the board, managers, shareholders and other stakeholdersspecifies the distribution of rights and responsibilities among different participants in the corporation, such as the board, managers, shareholders and other stakeholders spells out the rules and procedures for making decisions on corporate affairsspells out the rules and procedures for making decisions on corporate affairs provides the structure through which the company objectives are set, and the means of attaining those objectives and monitoring performanceprovides the structure through which the company objectives are set, and the means of attaining those objectives and monitoring performance (Source: OECD April 1999)

10 The OECD Principles of Corporate Governance 1.Ensuring the basis for an effective corporate governance framework 2.The rights of shareholders and key ownership functions 3.The equitable treatment of shareholders 4.The role of stakeholders in corporate governance 5.Disclosure and transparency 6.The responsibilities of the board - The corporate governance framework should ensure the strategic guidance of the company, the effective monitoring of management by the board, and the board’s accountability to the company and the shareholders.

11 Corporate Governance in practice What do the investors expect? “the Code of Corporate Governance Practices”

12 Board of Directors Assume responsibility of leadership and control of the corporateAssume responsibility of leadership and control of the corporate Direct and supervise the corporate’s affairsDirect and supervise the corporate’s affairs Make decisions in the interests of the corporateMake decisions in the interests of the corporate

13 Board of Directors Regular meetingsRegular meetings Active participationActive participation Freedom to include items in agendaFreedom to include items in agenda Sufficient notice for board meetingsSufficient notice for board meetings Access to advice and services of company secretary and independent professional adviceAccess to advice and services of company secretary and independent professional advice

14 Board of Directors Full record of board/committee minutes, and available for inspectionFull record of board/committee minutes, and available for inspection Independent non-executive directors should be present at board meetings to discuss matter involving conflict of interestIndependent non-executive directors should be present at board meetings to discuss matter involving conflict of interest Abstain from voting if conflict of interest existsAbstain from voting if conflict of interest exists Insurance coverage in respect of legal action against directorsInsurance coverage in respect of legal action against directors

15 Chairman and CEO Segregation of the management of the board and the day-to-day management of the corporate’s businessSegregation of the management of the board and the day-to-day management of the corporate’s business Balance of power at board level to avoid concentration of power in a single individualBalance of power at board level to avoid concentration of power in a single individual

16 Chairman and CEO Separation of Chairman and CEOSeparation of Chairman and CEO Division of responsibilities between Chairman and CEO clearly laid down in writingDivision of responsibilities between Chairman and CEO clearly laid down in writing

17 Chairman Provide leadership for the boardProvide leadership for the board Ensure the board works effectively and discharges its responsibilitiesEnsure the board works effectively and discharges its responsibilities Ensure good corporate governance practices and procedures are in placeEnsure good corporate governance practices and procedures are in place Ensure all directors are properly briefed on issues arising at board meetingEnsure all directors are properly briefed on issues arising at board meeting Responsible for ensuring appropriate information received by directorsResponsible for ensuring appropriate information received by directors

18 Chairman Encourage full and active contribution to the board’s affairEncourage full and active contribution to the board’s affair Ensure effective communication between board and the shareholdersEnsure effective communication between board and the shareholders Hold annual meetings with non-executive directorsHold annual meetings with non-executive directors Ensure constructive relationships between executive and non-executive directorsEnsure constructive relationships between executive and non-executive directors

19 Board Composition Balance of skills and experiencesBalance of skills and experiences Balanced composition of executive and non- executive directorsBalanced composition of executive and non- executive directors Non-executive directors should be of sufficient calibreNon-executive directors should be of sufficient calibre Independent non-executive directors should be expressly identifiedIndependent non-executive directors should be expressly identified List of directors updated and their respective role and function identifiedList of directors updated and their respective role and function identified

20 Appointment, re-election and removal of directors Formal and transparent procedure for appointmentFormal and transparent procedure for appointment Succession planSuccession plan Re-election at regular intervalsRe-election at regular intervals Proper explanation for resignation/removal of directorsProper explanation for resignation/removal of directors

21 Appointment, re-election and removal of directors Specific term for non-executive directorsSpecific term for non-executive directors All directors subject to retirement by rotation at regular intervalAll directors subject to retirement by rotation at regular interval Nomination committee formed to make recommendation on appointment of directors and succession planning for directors, chairman and CEONomination committee formed to make recommendation on appointment of directors and succession planning for directors, chairman and CEO

22 Responsibilities of directors Keep abreast of the responsibilities as a directorKeep abreast of the responsibilities as a director Exercise duties of care, skill, integrity and diligence expectedExercise duties of care, skill, integrity and diligence expected Ensure proper understanding of the operation, business and the regulatory requirementEnsure proper understanding of the operation, business and the regulatory requirement Contribute sufficient time and resources to serve the corporateContribute sufficient time and resources to serve the corporate Attend AGMs to share the views of shareholdersAttend AGMs to share the views of shareholders

23 Non-executive directors Active participation in board meetingsActive participation in board meetings Bring in independent judgmentBring in independent judgment Take lead if conflict of interest ariseTake lead if conflict of interest arise Serve on committeesServe on committees Monitor the corporate’s performance in achieving pre-set goalsMonitor the corporate’s performance in achieving pre-set goals

24 Information access by directors Directors should be provided with accurate and appropriate information in order to make informed decision and to discharge their responsibilities

25 Information access by directors Agenda and board papers should be sent in full in a timely manner to directorsAgenda and board papers should be sent in full in a timely manner to directors Information supplied must be complete and reliableInformation supplied must be complete and reliable Directors should have access to the senior management for informationDirectors should have access to the senior management for information Information supplied should be of form and quality to facilitate informed decisionInformation supplied should be of form and quality to facilitate informed decision

26 Remuneration of directors and senior management Transparency of directors’ remuneration policyTransparency of directors’ remuneration policy Remuneration should be sufficient but not excessiveRemuneration should be sufficient but not excessive Each director not to involve in deciding his/her own remunerationEach director not to involve in deciding his/her own remuneration

27 Remuneration Committee Remuneration committee to be formed, mainly from non-executive directorsRemuneration committee to be formed, mainly from non-executive directors Consult Chairman/CEO if neededConsult Chairman/CEO if needed Access to professional advice, market comparable informationAccess to professional advice, market comparable information Make recommendation on policy and structure of remunerationMake recommendation on policy and structure of remuneration Determine specific remuneration packages of all executive directors and senior managementDetermine specific remuneration packages of all executive directors and senior management

28 Remuneration Committee Review and approve performance-based remunerationReview and approve performance-based remuneration Review and approve compensation arrangement in connection with loss or termination of office, dismissal or removal of directors for misconductReview and approve compensation arrangement in connection with loss or termination of office, dismissal or removal of directors for misconduct

29 Accountability and Audit – Financial Reporting Management provide explanation and information to the board to enable them to make informed assessment of financial and other informationManagement provide explanation and information to the board to enable them to make informed assessment of financial and other information The board should present comprehensive assessment of the corporate’s performance, position and prospects in annual and interim reports, price- sensitive announcements and other financial disclosuresThe board should present comprehensive assessment of the corporate’s performance, position and prospects in annual and interim reports, price- sensitive announcements and other financial disclosures

30 Accountability and Audit – Internal Control Ensure the maintenance of sound and effective internal controls to safeguard assetsEnsure the maintenance of sound and effective internal controls to safeguard assets Conduct regular reviews of the effectiveness of the internal control system, covering financial, operational, compliance and risk management control functionsConduct regular reviews of the effectiveness of the internal control system, covering financial, operational, compliance and risk management control functions Prevent fraud, corruption, and malpracticesPrevent fraud, corruption, and malpractices

31 Audit Committee Have clear terms of referenceHave clear terms of reference A formal and transparent arrangement to apply the financial reporting and internal control principles and maintain appropriate relationship with external auditorsA formal and transparent arrangement to apply the financial reporting and internal control principles and maintain appropriate relationship with external auditors

32 Audit Committee Full minutes of audit committee to be keptFull minutes of audit committee to be kept Provided with sufficient resources to discharge its dutiesProvided with sufficient resources to discharge its duties Independent from external auditorsIndependent from external auditors

33 Audit Committee Make recommendation for appointment and removal of external auditorsMake recommendation for appointment and removal of external auditors Monitor the effectiveness of the audit process, ensuring auditor’s independence and objectivityMonitor the effectiveness of the audit process, ensuring auditor’s independence and objectivity Monitor the integrity of the financial disclosuresMonitor the integrity of the financial disclosures Oversight of the financial reporting and internal control proceduresOversight of the financial reporting and internal control procedures

34 Delegation by the Board Formal schedule of matters specifically reserved to the board for decisionFormal schedule of matters specifically reserved to the board for decision Clear directions to management as to matters requiring board approval before decision madeClear directions to management as to matters requiring board approval before decision made

35 Delegation by the Board Clear directions to the delegation of the management and administration functions as well as the powers of managementClear directions to the delegation of the management and administration functions as well as the powers of management Review the arrangement for segregation of duties between board and management regularlyReview the arrangement for segregation of duties between board and management regularly Board Committee to be formed, with specific terms of reference, as neededBoard Committee to be formed, with specific terms of reference, as needed

36 Communication with Shareholders - Effective communication Maintain on-going dialogue with shareholders and make use of annual general meetings or other general meetings to communicate with shareholdersMaintain on-going dialogue with shareholders and make use of annual general meetings or other general meetings to communicate with shareholders Transparency in corporate governance practices and business performances through proper and adequate disclosuresTransparency in corporate governance practices and business performances through proper and adequate disclosures Encourage shareholders’ participationEncourage shareholders’ participation

37 Communication with Shareholders - Effective communication Separate resolution for each separate issueSeparate resolution for each separate issue Chairman of the board and chairman of each board committees be present in general meetings to answer questions at any general meetingChairman of the board and chairman of each board committees be present in general meetings to answer questions at any general meeting Chairman of independent board committee be present to answer any questions in any general meeting to approve transaction requiring independent shareholders’ approvalChairman of independent board committee be present to answer any questions in any general meeting to approve transaction requiring independent shareholders’ approval

38 Communication with Shareholders - Voting by Poll Inform shareholders about procedure for voting by pollInform shareholders about procedure for voting by poll Ensure proper compliance to regulatory requirement about voting by pollEnsure proper compliance to regulatory requirement about voting by poll

39 Corporate Governance Corporate Governance is a dynamic process and is continually evolving AND It has no boundaries or limits!

40 Thank you!