CORPORATE GOVERNANCE & SUSTAINABILITY | DIRECTORS’ REPORT Directors and M.Y. Wu retire this year and, being eligible, offer All the Directors of the Company whose names are listed in themselves for re-election. J.L. Wang also retires this the section of this annual report headed Directors and year but does not offer himself for re-election. Officers served throughout the calendar year 2022. No new Each of the Directors has entered into a letter of appointment of Director was made during 2022 and up to appointment, which constitutes a service contract, the date of this annual report. with the Company for a term of up to three years until retirement under Article 91 or Article 93 of the Articles of Independence Confirmation Association of the Company, which will be renewed for a term of three years upon each election or re-election. The Company has received from all of its Independent No Director has a service contract with the Company Non-Executive Directors (listed in the section of this annual which is not determinable by the employer within one report headed Directors and Officers) confirmation of their year without payment of compensation (other than independence pursuant to Listing Rule 3.13 and considers statutory compensation). all of them to be independent. Term of Appointment Fees and Emoluments Article 93 of the Company’s Articles of Association provides Full details of Directors’ fees and emoluments are set out for all Directors to retire at the third annual general in note 9 to the financial statements. meeting following their election by ordinary resolution. In Directors’ fees paid to the Independent Non-Executive accordance therewith, L.K.L. Cheng, T.T.K. Choi, R.S.K. Lim Directors during the year totalled HK$3.6 million. They received no other emoluments from the Group. Directors’ Interests At 31st December 2022, the register maintained under Section 352 of the Securities and Futures Ordinance (“SFO”) showed that Directors held the following interests in the shares of Swire Properties Limited and its associated corporations (within the meaning of Part XV of the SFO), John Swire & Sons Limited and Swire Pacific Limited: Capacity Beneficial Interest Percentage Trust Total No. of Voting Personal Family Interest of Shares Shares (%) Note Swire Properties Limited L.K.L. Cheng 1,000 – – 1,000 0.00002 M.B. Swire – – 1,148,812 1,148,812 0.01964 (3) Percentage Capacity of Issued Share Capital Beneficial Interest (comprised Trust Total No. in the class) Personal Family Interest of Shares (%) Note John Swire & Sons Limited Ordinary Shares of £1 N.A.H. Fenwick – – 3,136,000 3,136,000 3.14 (1) M.B. Swire 2,193,550 630,000 14,569,960 17,393,510 17.39 (2) 8% Cum. Preference Shares of £1 N.A.H. Fenwick – – 2,822,400 2,822,400 3.14 (1) M.B. Swire 3,966,125 – 11,904,363 15,870,488 17.63 (2) 116