Our Policy Statement
Refreshing of the Board and Board Diversity
Hysan believes that embracing strong governance is the foundation to delivering on its strategic objective of consistent and sustainable performance over the long term. At the heart of Hysan’s governance structure is an effective Board that is committed to upholding strong governance principles and to reinforcing Hysan’s long-established and deeply engrained corporate governance tradition and culture of accountability, transparency and integrity.
We recognise the importance of having a broad complement of skills, experience and competencies on our Board to ensure the continued effective oversight of, and informed decision making with respect to, issues affecting Hysan. Our Corporate Governance Guidelines, first adopted by the Board in 2004, reflects this broad concept of diversity. It was further refined in 2014 to more clearly bring out the Board’s endorsement of this approach.
We are committed to continuing Board renewal to ensure that the Board is infused with fresh perspectives from time to time and that it always has the necessary diversity of skills and attributes required to oversee and govern in the ever-changing operating environment. Since October 2009, six Non-executive Directors (including five Independent non-executive Directors) with backgrounds in the areas of economics, finance, general management, professional practices, and property industry have joined our Board. The Board last reviewed its size and composition in December 2015.
There are many guidelines, policies, and procedures that support the governance framework at Hysan. The following constitute key components of Hysan’s governance framework.
Corporate Governance Guidelines – A Statement of Policy for Hysan
(Adopted by the Board in March 2004 and last reviewed in March 2014)
The Board has adopted these guidelines, which reflect the Company’s commitment to high standards of corporate governance, to assist the Board in supervising the management of the business and affairs of the Company and its subsidiaries (the “Group”).
The Board will review these guidelines annually, or more often if warranted, and recommend such changes as it determines necessary and appropriate in light of the needs of the Company and legal, regulatory and other developments.
THE MISSION OF THE BOARD OF DIRECTORS
The Board represents the shareholders’ interests in maintaining and growing a successful business including optimising consistent long term financial returns. The Board is responsible for the stewardship of the Company and is accountable for determining that the Group is managed in such a way to achieve this objective.
The Board’s responsibility is firstly, to formulate strategy and, secondly, to monitor and control operating and financial performance in pursuit of Group strategic objectives.
GUIDELINES ON IMPORTANT GOVERNANCE ISSUES
- Composition of the Board The Board will on a regular basis review the composition of the Board, the diversity of background, skills, and experience (including but not limited to gender, age, race, cultural / educational and professional background, skills, and experience); their complementarity and the characteristics required of both executive and non-executive members of the Board in the context of the business and its strategies.
- Appointment Procedures The Board as a whole is responsible for the procedure of agreeing to the appointment of its own members and for nominating them for election by the shareholders on first appointment and thereafter at regular intervals by rotation. A Nomination Committee has been established to evaluate and nominate candidates for the approval of the Board.
- Induction of new Directors On appointment, new directors will be given a comprehensive introduction to the Group’s business including visits to the Group’s places of operation and meetings with senior management.
- Board Leadership The roles of Chairman and Chief Executive Officer are currently separate. The Board supports the principle of Board independence from management and any major shareholder group, and continually reviews the implementation of this principle. The Board has developed written position description for non-executive directors, which will be reviewed on a regular basis by the Board.
- Board evaluation The Board will on a regular basis evaluate its own performance and that of its committees.
Board Composition and Size
- Size of the Board The Board regularly reviews the size of the Board to ensure the facilitation of effective decision-making and the existence of a reasonable balance between executive and non-executive Directors.
- What constitutes independence for outside directors? The Board believes that independence is a matter of judgement and conscience but that, to be independent, non-executive Directors should be free from any business or other relationship which might interfere with the exercise of their independent judgement. Directors who are considered to be independent will be identified as such in the Company’s Annual Report and other communications with shareholders.
- Term limits All Directors are appointed for an initial term of three years and are then subject to periodic re-appointment by the shareholders through rotation in general meeting.
- Board compensation review The pay and benefits of the executive Directors is determined by the Remuneration Committee, a committee comprised of a majority of Independent non-executive Directors. The fees and remuneration of non-executive Directors are determined at the Annual General Meeting. The Remuneration Committee also reviews the fees and remuneration of the Chairman prior to determination at the Annual General Meeting. The remuneration of executive Directors and non-executive Directors will be the subject of continual monitoring of and benchmarking against the remuneration offered by comparable companies. The assistance of independent external advisers will be sought from time to time.
- Corporate Governance Board Committees The Board will maintain three corporate governance committees comprising a majority of non-executive Directors appointed by the Board, each having clear terms of reference. The Remuneration Committee will determine the pay and other benefits of the executive Directors and review the fees and remuneration of the Chairman; the Audit Committee will review the financial accounts and policies and oversee internal controls and compliance, and the Nomination Committee will review the structure, size and composition of the Board and nominate candidates for Board appointment. The full Board is responsible for continual enhancement of corporate governance practices.
- Board access to senior management Senior management are, from time to time, brought into formal and informal contact at Board meetings and other events. The Board has full access to all information it deems appropriate for the purposes of fulfilling its role.
- Board access to independent professional advice There is an agreed procedure for Directors (including Directors serving Board Committees) to take independent professional advice at Company’s expense.
- Availability of information and induction The Chairman has a clear responsibility to provide the whole Board with all the information that is relevant to the discharge of the Board’s responsibilities. The Board therefore expects to receive timely advice on all material information about the Company, its subsidiaries, activities, performance and projects, particularly including any significant variances from a planned course of action. All directors should receive induction on joining the Board.
- Training and development All directors should regularly update and refresh their skills and knowledge, with training support from the Company Secretary.
- Meeting procedures The Chairman, together with the Chief Executive Officer, will establish the agenda for each Board meeting. Other Directors may request inclusion of items on the agenda.
The necessary papers for meetings will be distributed in advance of the meeting. The Chairman will provide the desired information but will endeavour to ensure that the material does not contain anything that is not relevant.
- Board authorities, delegations and discretions The Board has determined those matters which are retained for full Board sanction and those matters which are delegated to the executive management of the business.
All Board Committees have clear written terms of reference. Board Committees report regularly to the full Board on their work and findings.
Other key Corporate Governance Documents:
- Board of Directors Mandate
- Roles / Responsibilities of Non-executive Directors
- Schedule of Corporate Matters reserved for the Board
- Board Committees’ Terms of Reference
- Board Diversity Policy
- Auditor Services Policy
- Code of Ethics
- Corporate Disclosure Policy
- Whistleblowing Policy