Annual Report 2023

CHINA MERCHANTS PORT HOLDINGS COMPANY LIMITED 40 Corporate Governance Report Pursuant to the Articles of Association, Mr. Xu Song, Mr. Yang Guolin, Mr. Chan Hiu Fung Nicholas and Ms. Wong Pui Wah shall retire from office by rotation at the upcoming annual general meeting and shall be eligible and offer themselves for re-election. Mr. Feng Boming and Mr. Wong Chi Wing 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 and the Nomination Policy. As at the date of this report, the Board comprises eleven Directors. Three of the Directors are Non-executive Directors and five of the Directors are Independent Non-executive Directors and they are independent of management and thereby promoting critical review and control of the management process. The Board believes that gender diversity is a representation of board diversity, among all other measurable objectives. During the year and up to the date of this report, the Board has appointed one female Director in compliance with Rule 13.92 of the Listing Rules. The Board is also characterised by significant diversity, whether considered in terms of professional background and skills. The Board values gender diversity and will continue to take steps to promote gender diversity at all levels, in particular when recruiting staff at mid to senior level in order to develop a pipeline of potential female successors to the Board. Workforce Diversity As at 31 December 2023, the Group employed 7,749 number of employees, including 1,251 female and 6,498 male employees, representing a female-to-male ratio of 1:5, which demonstrated a gender balance in the Group’s workforce. Gender is neutral in the Group’s recruitment process as no position requires any particular capability or skill that is regarded as better performed by one gender than another. REMUNERATION COMMITTEE T h e R emu n e r a t i o n Comm i t t e e o f t h e Comp a n y (“ Remuneration Committee ”) was established in January 2005. It comprises one Executive Director and four Independent Non-executive Directors. One meeting was held in 2023. The attendance of each member is set out as follows: Name of members Number of meetings attended in 2023 Attendance rate Chan Hiu Fung Nicholas (Chairman of the Remuneration Committee) 1/1 100% Tu Xiaoping* 1 (appointed on 24 July 2023) 0/1 0% Chan Yuen Sau Kelly* 2 (appointed on 21 March 2023) 1/1 100% Li Ka Fai David 1/1 100% Wong Chi Wing* 3 (appointed on 24 July 2023) 1/1 100% Xu Song (ceased on 24 July 2023) N/A N/A Bong Shu YIng Francis* 4 (ceased on 2 June 2023) N/A N/A Kut Ying Hay* 5 (ceased on 21 March 2023) N/A N/A *1 Mr. Tu Xiaoping was appointed as a member of the Remuneration Committee on 24 July 2023. *2. Ms. Chan Yuen Sau Kelly was appointed as an Independent Non-executive Director of the Company and a member of the Remuneration Committee on 21 March 2023. *3. Mr. Wong Chi Wing was appointed as an Independent Non-executive Director of the Company and a member of the Remuneration Committee on 24 July 2023. *4. Mr. Bong Shu Ying Francis retired as an Independent Non-executive Director of the Company and ceased to be a member of the Remuneration Committee on 2 June 2023. *5. Mr. Kut Ying Hay resigned as an Independent Non-executive Director of the Company and ceased to be a member of the Remuneration Committee on 21 March 2023.