Corporate Governance

GRI 2-9, 2-11, 2-12, 2-13, 2-16, 2-19, 2-20, 2-23, 2-24

Swire Properties is committed to conducting our affairs in accordance with high ethical standards. This reflects our belief that it is imperative to act with probity, transparency and accountability in order to achieve our long-term objectives of maximising shareholder value, while focusing on sustainable development to preserve the environment and promote the interests of our employees, those with whom we do business and the communities in which we operate.

Our 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 we operate in an environmentally, socially and economically responsible manner across all aspects of our business.
That overall business risks are understood and managed appropriately.
The delivery of high-quality products and services to the satisfaction of our customers.
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.

Our Executive Committee, which is chaired by the Chief Executive and comprises three Executive Directors and eight 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 2022.

Ethics
Corporate Code of Conduct

GRI 2-15, 406
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

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

In 2022, we conducted a review of our Code to reflect various latest policy development (e.g. Anti-Bribery and Corruption Policy). Detailed guidance was provided around the acceptance of festive or special occasion gifts, entertainment, hospitality or travel.

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 2022, there were no reported cases of breaches of the Code.

As part of the annual employee performance and development review process, all employees are required to sign a statement on an annual basis in agreement to undertake and regularly review the Code.

Whistleblowing Policy

GRI 2-26
HKEX KPI B7.2

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 contact either our human resources and administration department, their immediate supervisor, or the Swire Group internal audit department (“GIAD”); or make a report through our whistleblowing platform – this is hosted by a third-party service provider and includes a 24-hour hotline service. Third parties that 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. Anonymous reports may be submitted.

We also ensure that our contractors are aware of our Whistleblowing Policy and the different reporting platforms that are available to them.

The policy was reviewed in 2022, increasing transparency around report investigations procedure and updates around policy governance. Reports and complaints made shall be retained for a period of not more than seven years, following the completion of investigation or closure of the matter. The review of the policy is placed under the Terms of Reference of Swire Properties’ Audit Committee.

In 2022, we received a total of 27 whistleblowing reports, 23 cases were related to operational issues, and the rest were related to the Code. All the whistleblowing cases have been evaluated and fully resolved.

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 the relevant regulators or law enforcement authorities.

Anti-Bribery and Corruption Policy and Practices

GRI 205
HKEX Aspect B7, KPI B7.1, B7.2, B7.3

Swire Properties believes that conducting business with integrity is critical to its success as a sustainable and responsible business group. We are committed to ensuring compliance with anti-bribery and corruption laws and regulations in our corporate governance.

We have procedures in place to monitor and report on related issues, preventing and actively managing possible violations against the law and related governing policies such as our Code.

In 2022, we introduced the Anti-Bribery and Corruption Policy. It sets out the standard of behaviour expected from Swire Properties and the compliance procedures to be adopted. The policy applies to Swire Properties’ operations (including its subsidiaries), associated persons working for or on behalf of Swire Properties, as well as any actions taken on Swire Properties’ behalf.

Our employees or associated persons are not permitted to offer or accept advantages for the purpose of influencing business decisions, which can include cash, loans, gifts, entertainment, hospitality, or travel. To prevent misconduct, all gifts (including in the form of cash), entertainment, hospitality and travel must be recorded fairly and accurately in a register maintained by the relevant business or functional unit.

Any request for facilitation payment or kickbacks must be reported to the Director, Human Resources as soon as possible. No personnel or associated persons shall make or accept, directly or indirectly, facilitation payments or kickbacks of any kind.

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 2022, there were no concluded legal cases regarding corrupt practices brought against the Company or its employees.

All charitable donations by Swire Properties should be authorised by the Chief Executive. While making sponsorships, our employees or associated persons must record fairly and accurately all sponsorship items in a register maintained by the relevant business or functional unit. The policy prohibits Swire Properties, including our employees or associated persons to make any direct political contributions (in cash or in kind) on behalf of Swire Properties.

All our employees are required to confirm on an annual basis that they have read and have agreed to be bound by the Code, which includes our anti-bribery practices. It is compulsory for our employees in Hong Kong and the Chinese Mainland (including those who have been seconded to other offices) to receive anti-bribery refresher training on an annual basis at minimum. In 2022, approximately 8,690 hours of anti-bribery-related training was provided to employees across the Company.

We provide channels for our employees and stakeholders to report on instances of actual or suspected bribery, corruption or non-compliance.

In 2022, there were no convicted cases of anti-bribery and corruption.

Remuneration Policy

HKEX Aspect B1

Swire Properties is committed to providing fair and competitive staff compensation programmes that will attract, motivate, retain and reward employees at all levels, including our Executive Directors and senior management. The Remuneration Policy documents key remuneration principles developed to support the Company’s strategy and is aligned with the Company’s corporate values. This policy ensures that the Company has a consistent, transparent and clear approach to remuneration considerations.

The policy is founded on the following key principles:

That compensation is competitive in the market.
That pay is based on individual performance.
Equity and fairness in pay.
Transparency of employee performance.
The Company’s affordability.
The Company’s financial and individual performance.
Options for pension scheme are provided as part of retirement benefits.

The Remuneration Committee reviews and approves the remuneration proposals with respect to our Executive Directors and senior management, with reference to the Remuneration Policy and the Board’s corporate goals and objectives. The remuneration proposals of our Executive Directors and senior management will be reviewed annually, based on market data and peer comparison prepared by independent external consultants. No Executive Director or senior management takes part in any discussion about his or her own remuneration. The remunerations of individual Executive Directors and senior management by band is disclosed in the Annual Report of the Company.

Product Responsibility

HKEX Aspect B6 KPI B6.3, B6.5

We are committed to ensuring that our marketing and communications materials comply with the 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 our business operations.

Please refer to the Partners section of this report for information about our Privacy Policy.

Competition Law

GRI 206

We are committed to complying with all applicable competition and antitrust laws, including the Competition Ordinance in Hong Kong.

To help our employees understand the legal requirements of the Competition Ordinance in Hong Kong, we have guidelines in place on conducting dealings with competitors and third parties, avoiding the 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 our relevant Hong Kong and Chinese Mainland employees.

In 2022, there were no legal actions related to anti-competitive behaviour brought against Swire Properties.

Information and Cyber Security

GRI 418

Under our risk management framework, the Board and management are responsible for identifying and analysing the risks related to information and cyber security, and for determining how such risks should be managed and mitigated.

We are committed to conducting regular audits to ensure compliance with our Information and Cyber Security Policy and Privacy Policy. The two policies include guidelines on data management and protection for implementation in Swire Properties. Our cyber security framework is aligned with National Institute of Standards and Technology ("NIST"), and we regularly conduct independent information security governance assessments to identify opportunities for improvement.

We also have a cyber incident response plan in place that outlines clear procedures and guidance for handling cyber security incidents and that addresses potential threats from cyber attacks that may disrupt our business. Scenario-based paper drills are conducted every year to serve for continuous awareness training purposes.

In terms of compliance certification, in view of the increasing importance of and demand for privacy data security management, Swire Properties obtained an ISO 27701 certification extension, on top of our existing ISO 27001 certification, covering all managed sites in Hong Kong, the Chinese Mainland and the U.S.A. Completed in late 2022, we continued to prioritise continuous governance and control over the handling of personal data and sensitive information so as to minimise our risk exposure.

This year, we also formed our Digital Project Governance (“DPG”) Working Group. Comprised of representatives from our IT operations, information security and enterprise architect teams, the DPG Working Group manages digital projects to ensure they have undergone architecture design and security reviews, penetration tests and privacy impact assessments.

We regularly implement comprehensive information security and cyber security awareness training for our employees. In 2022, we offered 8,520 hours of such training.

This year, we also initiated an updated awareness programme to ensure that staff understand key concepts relating to information security. All staff were required to participate in the Information Security E-learning Programme 2022.

In addition, a legal seminar on information security called “Cybersecurity and Data Privacy Regulation in Asia-Pacific” was held in September, covering important concepts like the history and current state of data privacy regulation in Asia Pacific, cyber security regulation, data privacy versus data security, and cyber attacks and incident response.

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Risk Management and Internal Controls

The Board is responsible for evaluating and determining the nature and extent of the risks it is willing to take to achieve the Company’s strategic objectives.

Green Financing

We are committed to integrating green bonds, green loans and sustainability-linked loans into our financing mechanisms.

Investor Relations

We believe in keeping our investors properly informed of our operations and our plans, and in being transparent and proactively communicating with them about all matters.