The Board is committed to maintaining and developing robust corporate governance practices that are intended to ensure:
- satisfactory and sustainable returns to our shareholders;
- that the interests of those who deal with the Company are safeguarded;
- that overall business risks are understood and managed appropriately;
- the delivery of high quality products and services to the satisfaction of our customers; and
- that high standards of ethics are maintained.
Our Chairman is responsible for ensuring, through the Board, that good corporate governance practices and procedures are followed. Our Audit Committee, consisting of three Non-Executive Directors, is responsible for assisting the Board in discharging its responsibilities for corporate governance. An 80% minimum Board meeting attendance requirement (in person or through electronic means of communication) was established for all Board members in May 2020.
Our EXCOM, which is chaired by the Chief Executive and comprises two Executive Directors and ten members of senior management, is responsible for overseeing the day-to-day operations of the Company.
For more information on Corporate Governance, please refer to the Swire Properties Annual Report 2019
Ethics
Corporate Code of Conduct
HKEX KPI B7.2
Our Corporate Code of Conduct (“the Code”) applies to every employee, officer and director of the Company and its subsidiaries. It sets out the operating principles underpinning our management approaches to a range of issues, including:
- Business ethics
- Conflicts of interest
- Competition and antitrust
- Bribery
- Political contributions
- Gambling
- Procurement
- Record keeping
- Use of Company information and property
- Whistleblowing
- Health and safety
- Environment
- Equal opportunities and diversity
- Use of social media
- Privacy
Under the Code, all our employees have a responsibility to report concerns about any suspected or actual improprieties relating to the Company and/or its subsidiaries. Employees found to be in breach of the Code will be subject to disciplinary action. In 2019, there were no reported cases regarding breaches of the Code.
Whistleblowing Policy
Our Whistleblowing Policy sets out our policy on whistleblowing, including the protection of whistleblowers from reprisal or disadvantage.
If an employee wishes to report concerns, they should contact our human resources and administration department, their immediate supervisor, the Swire group internal audit department (“GIAD”), or make a report through our whistleblowing platform hosted by a designated third-party service provider, which includes a 24-hour hotline service. Third parties who deal with Swire Properties, such as customers and suppliers, are also encouraged to report their concerns either directly to GIAD or via the whistleblowing platform.
In December 2019, we received one whistleblowing report related to the work behaviour of an employee. The case is under further investigation.
We are committed to the fair treatment of any person who makes a genuine and appropriate report. In addition to making every effort to keep the identity of whistleblowers confidential, all reported information is treated in confidence, except where Swire Properties is required by law or regulation to disclose it, for legal or audit purposes, or where Swire Properties refers the matter to relevant regulators or law enforcement authorities.
Anti-Corruption Practices
HKEX Aspect B7, KPI B7.1, B7.2, B7.3 (new)
We have a strict policy of compliance with anti-bribery laws in every applicable jurisdiction. Our employees are not permitted to offer or accept advantages for the purpose of influencing business decisions, to make any form of payment to officials, or to grant, guarantee or accept loans from any person or organisation with whom we have business dealings.
To avoid the perception of improper conduct, our employees are expected to exercise caution when making or soliciting contributions to charitable causes and when providing entertainment and corporate hospitality or reimbursing bona fide expenses for legitimate business purposes. In 2019, there were no concluded legal cases regarding corrupt practices brought against the Company or its employees.
All employees are required to confirm on an annual basis that they have read and agreed to be bound by the Code, which includes our anti-bribery practices. We have made it compulsory for our employees to receive online anti-bribery training once every two years.
In 2019, approximately 6,660 hours of anti-bribery related training were conducted for employees across the Company, and all Directors received anti-bribery-related training materials in January 2020.
Product Responsibility
We are committed to ensuring that our marketing and communications materials comply with relevant government regulations and industry guidelines, including the Residential Properties (First-hand Sales) Ordinance in Hong Kong and the Consent Scheme of the Hong Kong Lands Department.
We respect property rights, including intellectual property rights, and require our employees to comply with applicable legal requirements relating to the collection, holding, processing, disclosure and use of personal data, and to respect the privacy of others and the confidentiality of information received in the course of business.
Please refer to the Partners section of this report for information about our Data Management and Protection Policy (Customer Data).
Competition Law
We are committed to complying with all applicable competition and antitrust laws, including the Competition Ordinance in Hong Kong. In 2019, there were no legal actions related to anti-competitive behaviour brought against Swire Properties.
To help our employees understand the legal requirements of the Competition Ordinance in Hong Kong, we have guidelines in place on dealings with competitors and third parties, avoiding abuse of market power and participating in trade associations and industry bodies. We have also developed and implemented a Competition Law e-training programme for the relevant Hong Kong employees.