121 SWIRE PROPERTIES ANNUAL REPORT 2024 Fixed Assets For details of movements in fixed assets refer to notes 15 and 16 to the financial statements. The annual valuation of the Group’s investment property portfolio, whether completed or in the course of development, was carried out by professionally qualified valuers (97% by value having been valued by Cushman & Wakefield Limited and 1% by value having been valued by another independent valuer) on the basis of market value at 31st December 2024. This valuation resulted in a decrease of HK$5,996 million (2023: HK$2,829 million) in the carrying value of the investment property portfolio. Such decrease was principally due to the increase in the fair value loss on the office investment properties in Hong Kong. A schedule of the principal properties of the Group and its joint venture and associated companies is given in the section of this annual report headed Schedule of Principal Group Properties. Borrowings For details of the Group’s borrowings refer to the section of this annual report headed Financing. Interest For details of the amount of interest capitalised by the Group refer to page 86. Major Customers and Suppliers During the year, less than 30% of the Group’s sales and less than 30% of the Group’s purchases were attributable to the Group’s five largest customers and suppliers respectively. Directors Yan Yan was appointed as a Director with effect from the conclusion of the Company’s 2024 annual general meeting held on 7th May 2024 (“2024 AGM”). Before her appointment became effective, on 26th April 2024, Yan Yan had obtained the legal advice referred to in Rule 3.09D of the Listing Rules from a firm of solicitors qualified to advise on Hong Kong law and had confirmed that she understood her obligations as a director of a listed issuer. All the other Directors of the Company whose names are listed in the section of this annual report headed Directors and Officers served throughout the calendar year 2024. Lily Cheng resigned as a Director with effect from the conclusion of the Company’s 2024 AGM. Independence Confirmation All of the Independent Non-Executive Directors (listed in the section of this annual report headed Directors and Officers) has confirmed their independence as regards the factors in Rule 3.13 of the Listing Rules and the Company considers all of them to be independent. Term of Appointment Article 93 of the Company’s Articles of Association provides for all Directors to retire at the third annual general meeting following their election by ordinary resolution. In accordance therewith, Guy Bradley, Tim Blackburn, Adam Fenwick, Spencer Fung, Mabelle Ma and Merlin Swire retire this year and, being eligible, offer themselves for re-election. Yan Yan, having been appointed to the Board under Article 91 since the last annual general meeting, also retire this year and offer herself for election. Each of the Directors has entered into a letter of appointment, which constitutes a service contract, with the Company for a term of up to three years until retirement under Article 91 or Article 93 of the Articles of Association of the Company, which will be renewed for a term of three years upon each election or re-election. No Director has a service contract with the Company which is not determinable by the employer within one year without payment of compensation (other than statutory compensation). Fees and Emoluments Full details of Directors’ fees and emoluments are set out in note 9 to the financial statements. Directors’ fees paid to the Independent Non-Executive Directors during the year totalled HK$3.6 million. They received no other emoluments from the Group.
