SWIRE PROPERTIES ANNUAL REPORT 2023 Continuous Professional Development The Board monitors management’s performance against The Company makes available continuous professional the achievement of financial and non-financial measures, development for all Directors at the expense of the the principal items monitored being: Company so as to develop and refresh their knowledge • detailed monthly management accounts consisting of and skills. statements of profit or loss, financial position and cash All Directors have been provided with “A Guide on flows compared to budget, together with forecasts Directors’ Duties” issued by the Companies Registry, • internal and external audit reports “Guidelines for Directors” issued by the Hong Kong • feedback from customers, others with whom Institute of Directors and “Corporate Governance Guide the Group does business, trade associations and for Boards and Directors” issued by The Stock Exchange service providers. of Hong Kong Limited and other training materials on Securities Transactions various topics, including ESG matters and regulatory updates issued by The Stock Exchange of Hong Kong The Company has adopted a code of conduct (the Limited or external advisers. They were invited to attend “Securities Code”) regarding securities transactions by seminars and conferences about financial, commercial, Directors and officers on terms no less exacting than the economic, risk management, legal, regulatory and other required standard set out in the Model Code for Securities business matters. Transactions by Directors of Listed Issuers (the “Model Code”) contained in Appendix C3 to the Listing Rules. Directors’ and Officers’ Insurance These rules are available on the Company’s website. The Company has arranged appropriate insurance cover A copy of the Securities Code has been sent to each in respect of potential legal actions against its Directors Director of the Company and is sent to each Director and Officers. twice annually, immediately before the two financial period ends, with a reminder that the Director cannot Conflicts of Interest deal in the securities and derivatives of the Company If a Director has a material conflict of interest in relation during the blackout period before the Group’s interim and to a transaction or proposal to be considered by the annual results have been published, and that all their Board, the individual is required to declare such interest dealings must be conducted in accordance with the and abstains from voting. The matter is considered at a Securities Code. Board meeting and voted on by Directors who have no Under the Securities Code, Directors and senior material interest in the transaction. executives of the Company are required to notify the Chairman and receive a dated written acknowledgement Delegation by the Board before dealing in the securities and derivatives of the Responsibility for delivering the Company’s strategies Company and, in the case of the Chairman himself, he and objectives, as established by the Board, and must notify the Chairman of the Audit Committee and responsibility for day-to-day management is delegated receive a dated written acknowledgement before to the Chief Executive. The Chief Executive has been any dealing. given clear guidelines and directions as to his powers On specific enquiries made, all the Directors of the and, in particular, the circumstances under which he Company have confirmed that they have complied with should report back to, and obtain prior approval from, the required standard set out in the Model Code and the the Board before making commitments on behalf of Securities Code. the Company. Directors’ interests at 31st December 2023 in the shares of the Company and its associated corporations (within the meaning of Part XV of the Securities and Futures Ordinance) are set out in the section of this annual report headed Directors’ Report. 99