Continuous Professional Development • detailed monthly management accounts consisting of The Company makes available continuous professional statements of profit or loss, financial position and cash development for all Directors at the expense of the Company flows compared to budget, together with forecasts so as to develop and refresh their knowledge and skills. • internal and external audit reports All Directors have been provided with “A Guide on Directors’ • feedback from customers, others with whom the Group Duties” issued by the Companies Registry, “Guidelines for does business, trade associations and service providers. Directors” issued by the Hong Kong Institute of Directors Securities Transactions and “Guidance for Boards and Directors” issued by The The Company has adopted a code of conduct (the Stock Exchange of Hong Kong Limited and other training “Securities Code”) regarding securities transactions by materials on various topics, including regulatory updates Directors and officers on terms no less exacting than the issued by The Stock Exchange of Hong Kong Limited and required standard set out in the Model Code for Securities external advisers and ESG matters. They were invited to Transactions by Directors of Listed Issuers (the “Model attend seminars and conferences about financial, Code”) contained in Appendix 10 to the Listing Rules. commercial, economic, risk management, legal, regulatory These rules are available on the Company’s website. and other business matters. A copy of the Securities Code has been sent to each Directors’ and Officers’ Insurance Director of the Company and is sent to each Director twice The Company has arranged appropriate insurance cover annually, immediately before the two financial period ends, in respect of potential legal actions against its Directors with a reminder that the Director cannot deal in the and Officers. securities and derivatives of the Company during the blackout period before the Group’s interim and annual Conflicts of Interest results have been published, and that all their dealings If a Director has a material conflict of interest in relation to must be conducted in accordance with the Securities Code. a transaction or proposal to be considered by the Board, Under the Securities Code, Directors and senior executives the individual is required to declare such interest and of the Company are required to notify the Chairman and abstains from voting. The matter is considered at a Board receive a dated written acknowledgement before dealing in meeting and voted on by Directors who have no material the securities and derivatives of the Company and, in the interest in the transaction. case of the Chairman himself, he must notify the Chairman Delegation by the Board of the Audit Committee and receive a dated written Responsibility for delivering the Company’s strategies and acknowledgement before any dealing. objectives, as established by the Board, and responsibility On specific enquiries made, all the Directors of the for day-to-day management is delegated to the Chief Company have confirmed that they have complied with the Executive. The Chief Executive has been given clear required standard set out in the Model Code and the guidelines and directions as to his powers and, in particular, Securities Code. the circumstances under which he should report back to, Directors’ interests at 31st December 2022 in the shares of and obtain prior approval from, the Board before making the Company and its associated corporations (within the commitments on behalf of the Company. meaning of Part XV of the Securities and Futures The Board monitors management’s performance against Ordinance) are set out in the section of this annual report the achievement of financial and non-financial measures, headed Directors’ Report. the principal items monitored being: 97 SWIRE PROPERTIES ANNUAL REPORT 2022