Corporate governance

Audit Committee

The audit committee is responsible for assisting the Company Board to ensure objectivity and credibility of financial reporting of the Company and its subsidiaries, and that the directors have exercised the care, diligence and skills prescribed by law when presenting the results of the Company and its subsidiaries to the holders of Share Stapled Units. The audit committee is also responsible for assisting the Company Board to ensure that effective risk management and internal control systems of the Company and its subsidiaries are in place and good corporate governance standards and practices are maintained by the Company and its subsidiaries. The committee's authority and duties are set out in written terms of reference.

The audit committee’s responsibilities also include the appointment, compensation and supervision of the external auditors. To oversee the external auditors’ independence, procedures have been adopted by the audit committee for the monitoring and approval of all audit and permitted non-audit services to be undertaken by the external auditors.

The audit committee is comprised of three members, including two independent non-executive directors and one non-executive director, and is chaired by an independent non-executive director. The audit committee is provided with sufficient resources to discharge its duties and meets regularly with management, the internal auditor and external auditor and also reviews their reports.

The members of the Company audit committee are:
Mr Sunil VARMA (Chairman)
Mr CHANG Hsin Kang
Mr Peter Anthony ALLEN

Nomination Committee

The primary objective of the nomination committee is to assist the Company Board in ensuring a fair and transparent procedure for the appointment and re-appointment of directors to the Company Board, and maintaining a balance of skills, knowledge, experience and diversity of perspectives on the Company Board which are appropriate to the requirements of the Company’s business. The committee's authority and duties are set out in written terms of reference.

In assessing the suitability of a candidate as well as considering the Board's succession, the nomination committee will give consideration to the Nomination Policy and the Board Diversity Policy, including the measurable objectives set for achieving diversity. Candidates will be selected based on merit against objective criteria and with due regard to the benefits of diversity on the Company Board and other factors which are relevant to the Company. The nomination committee will consider, among other things, the accomplishment, expertise, experience and diversity of perspective that the candidate can bring to the Company Board, and the candidate’s commitment in respect of available time and relevant interests. The nomination committee will make recommendations to the Company Board on the selection of candidate(s) nominated for directorships. In the case of the appointment and re-appointment of independent non-executive directors, the nomination committee will assess the independence of the appointees having regard to the criteria set out in the Listing Rules and make recommendations to the Company Board with respect to their re-election by shareholders at general meetings. The nomination committee is delegated with the authority to review and assess the diversity of perspectives of the Company Board, develop measurable objectives for achieving diversity of the Company Board and monitor the implementation of the Board Diversity Policy and the Nomination Policy as appropriate.

The nomination committee is comprised of five members, including one executive director, one non-executive director and three independent non-executive directors. It is chaired by an independent non-executive director.

The members of the nomination committee are:
Mr Aman MEHTA (Chairman)
Mr CHANG Hsin Kang
Mr LI Tzar Kai, Richard
Mr TANG Yongbo
Mr Sunil VARMA

Executive Committee

The executive committee of the Company Board operates as a general management committee with overall delegated authority from the Company Board. The executive committee determines group strategies, reviews trading performance, ensures adequate funding, examines major investments and monitors management performance. The executive committee reports through the Executive Chairman to the Company Board.

The executive committee is comprised of three members, including two executive directors and one non-executive director.

The members of the executive committee are:
Mr LI Tzar Kai, Richard (Chairman)
Ms HUI Hon Hing, Susanna
Mr TANG Yongbo

Remuneration Committee

The primary responsibility of the remuneration committee is to assist the Company Board in achieving its objectives of attracting, retaining and motivating high-caliber directors and senior management of the Company and other members of the HKT Limited Group who will underpin the success of the Company and enhance the value of the Company for the benefit of the holders of Share Stapled Units. The remuneration committee is responsible for overseeing the establishment and operation of formal and transparent procedures for developing the remuneration packages of directors and senior management of the Company and other members of the HKT Limited Group and determining, with delegated responsibility, the remuneration packages of individual executive directors and senior management of the Company and to make recommendations to the Company Board on the remuneration of non-executive directors. In addition, the committee provides effective supervision and administration of the HKT Trust and the Company’s Share Stapled Units option scheme, as well as other Share Stapled Units incentive schemes. The committee's authority and duties are set out in written terms of reference.

The remuneration committee is comprised of four members, including three independent non-executive directors and one non-executive director and is chaired by an independent non-executive director.

The members of the remuneration committee are:
Ms Frances Waikwun WONG (Chairperson)
Mr CHANG Hsin Kang
Mr Sunil VARMA
Mr TANG Yongbo

Regulatory Compliance Committee

The regulatory compliance committee of the Company primarily reviews and monitors dealings of the Company and its subsidiaries with the CK Hutchison Holdings Limited (“CK Hutchison”) Group and the CK Asset Holdings Limited (“CK Asset”) Group to ensure that all dealings with these entities are conducted on an arm's-length basis and do not raise any anti-competitive concerns under the Competition Ordinance. The committee's authority and duties are set out in written terms of reference.

The regulatory compliance committee is chaired by an independent non-executive director and is comprised of three members, including two independent non-executive directors and one non-executive director.

The members of the regulatory compliance committee are:
Mr CHANG Hsin Kang (Chairman)
Mr Sunil VARMA
Ms WANG Fang

The regulatory compliance committee of PCCW Media Limited (“PCCW Media”) primarily reviews and monitors dealings of PCCW Media with the CK Hutchison Group and the CK Asset Group to ensure that all dealings with these entities are conducted on an arm’s‑length basis and do not raise any anti‑competitive concerns under the Competition Ordinance. It also monitors disqualified persons matters under the Broadcasting Ordinance. The committee’s authority and duties are set out in written terms of reference.

Trustee-Manager Audit Committee

The Trustee-Manager audit committee is responsible for assisting the Trustee-Manager Board to ensure objectivity and credibility of financial reporting of the HKT Trust and the Trustee-Manager, and that the directors of the Trustee-Manager have exercised the care, diligence and skills prescribed by law when presenting the HKT Trust’s and the Trustee-Manager’s results to the holders of Share Stapled Units. The Trustee-Manager audit committee is also responsible for assisting the Trustee-Manager Board to ensure that effective risk management and internal control systems of each of the HKT Trust and the Trustee-Manager (where applicable) are in place and good corporate governance standards and practices are maintained by the HKT Trust and the Trustee-Manager. The committee's authority and duties are set out in written terms of reference.

The Trustee-Manager audit committee’s responsibilities also include the appointment, compensation and supervision of the external auditors. To oversee the external auditors' independence, procedures have been adopted by the Trustee-Manager audit committee for the monitoring and approval of all audit and permitted non-audit services to be undertaken by the external auditors.

The Trustee-Manager audit committee is comprised of three members, including two independent non-executive directors and one non-executive director of the Trustee-Manager and each of them is a member of the audit committee of the Company Board. The Trustee-Manager audit committee is chaired by an independent non-executive director. The Trustee-Manager audit committee is provided with sufficient resources to discharge its duties and meets regularly with management, the internal auditor and external auditor and also reviews their reports.

The members of the Trustee-Manager audit committee are:
Mr Sunil VARMA (Chairman)
Mr CHANG Hsin Kang
Mr Peter Anthony ALLEN