Annual Report 2019

Corporate Governance Report 36 CHINA MERCHANTS PORT HOLDINGS COMPANY LIMITED Nomination Process The Nomination Committee reviews the structure, size and composition (including the skills, knowledge and experience) of the Board periodically and make recommendation on any proposed changes to the Board to complement the Company’s corporate strategy. When it is necessary to fill a casual vacancy or appoint an additional director, the Nomination Committee identifies or selects candidates as recommended to the Committee, with or without assistance from external agencies or the Company. If the process yields one or more desirable candidates, the Nomination Committee shall rank them by order of preference based on the needs of the Company and reference check of each candidate (where applicable). The Nomination Committee makes recommendation to the Board including the terms and conditions of the appointment. The Board deliberates and decides on the appointment based upon the recommendation of the Nomination Committee. Pursuant to the Articles of Association, Mr. Su Jian, Mr. Bai Jingtao, Mr. Kut Ying Hay and Mr. Li Ka Fai David shall retire from office by rotation at the upcoming annual general meeting and shall be eligible and offer themselves for re- election. Mr. Deng Renjie shall hold office until the next following general meeting of the Company and shall be eligible and offer themselves for re-election. The Nomination Committee, in considering the re-election of these Directors, has considered and taken into account the objectives set out in the Board Diversity Policy. The major roles and functions of the Nomination Committee are as follows: 1. to review the structure, size and composition (including the skills, knowledge and experience) of the Board at least annually and make recommendations on any proposed changes to the Board to complement the Company’s corporate strategy; 2. to identify individuals suitably qualified to become Board members and select or make recommendations to the Board on the selection of individuals nominated for directorships; 3. to assess the independence of Independent Non- executive Directors; 4. to make recommendations to the Board on the appointment or re-appointment of Directors and succession planning for Directors, in particular the chairman and the chief executive; and 5. to consider other topics as defined by the Board. REMUNERATION COMMITTEE The Remuneration Committee was established in January 2005. It comprises one Executive Director and four Independent Non-executive Directors (five Independent Non- executive Directors before 5 June 2019). One meeting was held in 2019. The attendance of each member is set out as follows: Name of member Number of meetings attended in 2019 Attendance rate Li Ka Fai David (Chairman of the Remuneration Committee) 1/1 100% Bai Jingtao 0/1 0% Kut Ying Hay 1/1 100% Lee Yip Wah Peter 1/1 100% Li Kwok Heem John (resigned on 5 June 2019) N/A N/A Bong Shu Ying Francis 1/1 100% During the year, the Remuneration Committee has reviewed and recommended for approval by the Board the remuneration of the Directors and senior management with reference to the nature of their work, complexity of the responsibilities and performance. No Director took part in any discussion about his own remuneration.