Corporate Governance       

The Company is committed to enhancing its corporate governance practices appropriately to the conduct and growth of its business, and to pursue a right balance between conformance and performance in its corporate governance.

In 2004, before our listing, we established an Audit Committee and a Remuneration Committee to assist the Board in its work and to ensure these functions are the subject of rigorous, independent review.

Since our listing in October 2006, Shui On Land's commitment to corporate governance is demonstrated through the following:

• Our Memorandum and Articles of Association provide that our Board of Directors must include a majority of independent non-executive directors ("INEDs"), and it also sets out the procedure for shareholders to propose a person for election as director (other than the retiring director of the Company or a person recommended by the Board of the Directors)
• The Board reviews its own structure, size and composition regularly to ensure that it has a balance of expertise, skills and experience appropriate for the requirements of the business of the Company
  1. The number of INEDs exceeds the number required by Hong Kong Listing Rules
  2. All directors, including the non-executive director and INEDs, bring a wide spectrum of valuable business experience, knowledge and professionalism to the Board to ensure its efficient and effective functioning
• The respective functions of the Board and management of the Company have been formalised and set out in a written document. The Board will review this document once a year
• Our INEDs are free of any business or other relationship which could interfere in any material manner with the exercise of their independent judgment
• The Nomination Committee and the Finance Committee were established since year 2009 to further enhance the Group's corporate governance practices
• In January 2012, the Audit Committee was also assigned with the duties to assist the Board and its Chairman in performing the corporate governance duties as required under the latest amendments to the CG Code
• INEDs are invited to serve on the Audit, Remuneration, Nomination and Finance Committees of the Company. Our Audit Committee and Remuneration Committee are chaired by an INED respectively
• We established the shareholders' communication policy to ensure effective communication with shareholders

Shui On Land Corporate Governance Organisation

Audit and Risk Committee

Shui On Land's Audit and Risk Committee comprises three members, namely Professor Gary C. BIDDLE, Mr. Albert Kong Ping NG and Mr. Gregory Kam Leung SO. Professor Gary C. BIDDLE and Mr. Gregory Kam Leung SO are Independent Non-executive Directors. The Chairman of the Audit and Risk Committee is Professor Gary C. BIDDLE. The primary duties of the Audit and Risk Committee are to review and supervise the financial reporting process and internal control system of the Company and nominate and monitor external auditor.

Terms of reference for the Audit and Risk Committee

Remuneration Committee

Shui On Land's Remuneration Committee comprises three members, namely Mr. Anthony J. L. NIGHTINGALE, Mr. Vincent H. S. LO and Professor Gary C. BIDDLE. Mr. Anthony J. L. NIGHTINGALE and Professor Gary C. BIDDLE are Independent Non-executive Directors. The Chairman of the Remuneration Committee is Mr. Anthony J. L. NIGHTINGALE. The primary duties of the Remuneration Committee are to evaluate the performance and make recommendations on the remuneration package for our directors and senior management, and evaluate and make recommendations on employee benefit arrangements.

Terms of reference for the Remuneration Committee

Nomination Committee

Shui On Land's Nomination Committee comprises three members, namely Mr. Shane S. TEDJARATI, Professor Gary C. BIDDLE and Ms. Stephanie B. Y. LO. The Chairman of the Nomination Committee is Mr. Shane S. TEDJARATI The primary duties of the Nomination Committee are to review the structure, size and composition of the Board, identify individuals suitably qualified to become members of the Board, and assess the independence of independent non-executive directors.

Terms of reference for the Nomination Committee

Finance Committee

Shui On Land's Finance Committee comprises four members, namely Mr. Vincent H. S. LO, Professor Gary C. BIDDLE, Mr. Douglas H. H. SUNG and Mr. Anthony J. L. NIGHTINGALE. The Chairman of the Finance Committee is Mr. Vincent H. S. LO. The primary duties of the Finance Committee are to establish and monitor policies and guidelines on all financial matters.

An Investment Sub-Committee has been established under the Finance Committee for the performance of certain duties of the Finance Committee as set out in the Terms of Reference.

Terms of reference for the Finance Committee

Sustainability Committee

Shui On Land's Sustainability Committee comprises four members, namely Ms. Ya Ting WU, Ms. Randy Wai Sze LAI, Ms. Stephanie B. Y. LO and Ms. Jessica Y. WANG. The Chairman of the Sustainability Committee is Ms. Ya Ting WU.

Terms of reference for the Sustainability Committee

Strategy Committee

Shui On Land's Strategy Committee comprises seven members, namely Mr. Vincent H. S. LO, Mr. Shane S. TEDJARATI, Professor Gary C. BIDDLE, Mr. Anthony J. L. NIGHTINGALE, Mr. Albert K. P. NG, Ms. Stephanie B. Y. LO and Mr. Douglas H. H. SUNG. The Co-chairman of the Strategy Committee is Mr. Vincent H. S. LO and Mr. Shane S. TEDJARATI.

Terms of reference for the Strategy Committee

updated 30th August, 2024

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