Board Committees | The Hongkong and Shanghai Hotels, Limited

As an integral part of good corporate governance, our Board has established a total of five Board Committees to oversee particular aspects of the Company’s affairs. Each of these Committees is governed by its own terms of reference which are available from the links below.

Composition:

The Hon. Sir Michael Kadoorie (Non-Executive Chairman) (Committee Chairman)
Mr. Ian D. Boyce (Non-Executive Deputy Chairman)
Mr. Clement K.M. Kwok (Chief Executive Officer)
Mr. John A.H. Leigh (Non-Executive Director)

Main responsibilities:

develop and review strategic opportunities and significant investment proposals;
oversee the implementation of strategic plans and investment proposals as approved by the Board; and
interact with Finance Committee on its submissions.

Terms of reference (PDF)

Composition:

Mr. Ian D. Boyce (Non-Executive Deputy Chairman) (Committee Chairman)
Mr. Clement K.M. Kwok (Chief Executive Officer)
Mr. Neil J. Galloway (Chief Financial Officer)
Mr. John A.H. Leigh (Non-Executive Director)

Main responsibilities:

review all financial aspects of the Group’s business, including:
acquisitions, investments, disposal of assets and new project commitments;
establishment and amendment of annual operational plans and budgets;
financial performance of the Group;
issue and allotment of shares and shares repurchase;
treasury policies (including debt levels, gearing and foreign exchange risk); and
granting of guarantees and indemnities
review the annual insurance programme of the Group.

Terms of reference (PDF)

Composition:

Mr. Patrick B. Paul (Independent Non-Executive Director) (Committee Chairman)
Mr. Ian D. Boyce (Non-Executive Deputy Chairman)
Mr. Robert W. Miller (Independent Non-Executive Director)

Main responsibilities:

approve remuneration philosophy and policies of the Group;
review and approve employment terms (including compensations, performance-related bonuses and retirement provisions) for the Executive Directors and senior management;
review and recommend Non-Executive Directors’ fees based on workload in overseeing the businesses of the Company, market trends and practices; and
ensure that no Director approves his own remuneration.

Terms of reference (PDF)

Composition:

Mr. Patrick B. Paul (Independent Non-Executive Director) (Committee Chairman)
Mr. Ian D. Boyce (Non-Executive Deputy Chairman)
Dr. William K.L. Fung (Independent Non-Executive Director)

Main responsibilities:

oversee the Group's financial reporting and audit processes with management and the internal and independent auditors; and
review the Group’s internal controls and how risk is managed on an ongoing basis, as further set out on pages 118 to 121 of the Company’s Annual Report under the heading “internal control and risk management report”.

Terms of reference (PDF)

Composition:

The Hon. Sir Michael Kadoorie (Non-Executive Chairman) (Committee Chairman)
Dr. the Hon. Sir David K.P. Li (Independent Non-Executive Director)
Dr. William K.L. Fung (Independent Non-Executive Director)

Main responsibilities:

review the structure, size and composition of the Board;
review the balance between Executive and Non-Executive Directors;
review the Board Diversity Policy and the progress on achieving the objectives set for implementing the policy;
keep under review the leadership and succession needs of the organisation; and
review and make recommendations to the Board on the appointment or re-appointment of all Directors.

Terms of reference (PDF)