The Hongkong and Shanghai Hotels, Limited (HK&S HOTELS, 00045) has released the official terms of reference for its Finance and Investment Committee, detailing composition, meeting protocol, responsibilities and authority. The Board approved the document on 10 December 2025, with implementation scheduled for 13 May 2026.
The Committee will comprise at least five members, specifically no fewer than two Non-Executive Directors, two Independent Non-Executive Directors and one Executive Director. The Company Secretary, or an appointed nominee, will serve as secretary. A quorum is set at three members, including at least one representative from each director category. Meetings will be held quarterly, with additional sessions convened as needed; written resolutions require unanimous consent.
Key mandates include: • Strategic oversight—reviewing major investment proposals and advising the Board on significant corporate opportunities. • Financial monitoring—assessing Group performance, business environment changes and material events with potential financial impact. • Policy governance—establishing or revising major financial and accounting policies, endorsing dividend proposals, reserves transfers and annual insurance programmes. • Capital and treasury control—scrutinising capitalisation of subsidiaries or associates, major financing transactions, treasury risk policies, share issuances or buy-backs, and guarantees or indemnities within defined limits. • Contract and litigation supervision—evaluating major contracts, claims and legal proceedings as specified in the Company Management Authority Manual. • Reporting—submitting key decisions and recommendations to the Board and periodically reviewing its own terms of reference.
The Committee is authorised to investigate matters within its remit and to engage external professional advisers at the Company’s expense.
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