Annual Financial Review slide image

Annual Financial Review

CORPORATE GOVERNANCE CODE The HKT Trust, the Trustee-Manager and the Company are committed to maintaining a high standard of corporate governance, the principles of which serve to uphold a high standard of ethics, transparency, responsibility and integrity in all aspects of their businesses, and to ensure that their affairs are conducted in accordance with applicable laws and regulations. The HKT Trust and the Company have applied the principles, and complied with all relevant code provisions of the applicable Corporate Governance Code (the “CG Code”) in each case as set out in Appendix 14 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited during the year ended December 31, 2021, save and except for the code provisions set out below. The requirement to establish a separate Remuneration Committee with written terms of reference for the Trustee-Manager under the code provision B.1.2 of the CG Code is not relevant to the Trustee-Manager as its directors are not entitled to any remuneration under the Trust Deed, and therefore has not been complied with. In addition, given the unique circumstances of the HKT Trust i.e., the fact that the Trust Deed requires that the directors of the Company and the directors of the Trustee-Manager must always be the same individuals, the establishment of a separate Nomination Committee for the Trustee-Manager as required by code provision A.5.1 of the CG Code is not relevant to the Trustee-Manager, and therefore has not been complied with. The appointment of company secretary during the year was considered and approved at a meeting of the executive committee (in accordance with delegated board authority and the outcome of which was reported to the directors), rather than at a physical meeting of the board as required under code provision F.1.2 of the CG Code. Accordingly, the requirement under code provision F.1.2 of the CG Code to approve this matter by physical board meeting has not been strictly complied with. However, the directors of the Trustee-Manager and the directors of the Company considered that the approval process was appropriate and efficient. Having regard to the mandatory global travel restrictions in connection with the COVID-19 pandemic, certain directors of the Trustee-Manager and the Company participated in the combined annual general meeting of unitholders of the HKT Trust and of shareholders of the Company on May 7, 2021 by video/audio conferencing, and such directors, including the chairpersons of the board committees, were available to answer questions at the meeting pursuant to code provision E.1.2 of the CG Code. PUBLICATION OF RESULTS ANNOUNCEMENT AND ANNUAL REPORT This announcement is published on the websites of the Company (www.hkt.com/ir) and Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk). The 2021 annual report will be despatched to holders of Share Stapled Units and available on the above websites in due course. Hong Kong, February 24, 2022 By order of the boards of HKT Management Limited and HKT Limited Cheung Hok Chee, Vanessa Group General Counsel and Company Secretary 16
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