Annual Report 2011 - Hongkong Land

More documents

Recommendations

Info

Directors’ Share Interests The Directors of the Company in office on 1st April 2012 had interests (within the meaning of the Disclosure and Transparency Rules (‘DTRs’) of the Financial Services Authority (the ‘FSA’) of the United Kingdom) in the ordinary share capital of the Company at 22nd March 2012 as set out below. These interests included those notified to the Company in respect of the Directors’ connected persons (as that term is used in the DTRs in relation to companies incorporated outside the United Kingdom). Simon Keswick 74,521 Y.K. Pang 38,000 Charles Allen-Jones 60,000 Dr Richard Lee 3,678,685 A.J.L. Nightingale 2,184 Substantial Shareholders As a non-UK issuer, the Company is subject to the DTRs pursuant to which a person must in certain circumstances notify the Company of the percentage of voting rights attaching to the share capital of the Company that he holds. The obligation to notify arises if that person acquires or disposes of shares in the Company which results in the percentage of voting rights which he holds reaching, exceeding or falling below 5%, 10%, 15%, 20%, 25%, 30%, 50% and 75%. The Company has been informed of the holding of voting rights of 5% or more attaching to the Company’s issued ordinary share capital by Jardine Strategic Holdings Limited (‘Jardine Strategic’), which is directly interested in 1,176,616,646 ordinary shares carrying 50.23% of the voting rights. By virtue of its interest in Jardine Strategic, Jardine Matheson is also interested in the same ordinary shares. Apart from this shareholding, the Company is not aware of any holders of voting rights of 5% or more attaching to the issued ordinary share capital of the Company as at 22nd March 2012. There were no contracts of significance with corporate substantial shareholders during the year under review. Relations with Shareholders The 2012 Annual General Meeting will be held at The Fairmont Southampton, Bermuda on 9th May 2012. The full text of the resolutions and explanatory notes in respect of the meeting are contained in the Notice of Meeting which accompanies this Report. All shareholders are invited to attend the Annual General Meeting and participate in communicating with the Company. The Company holds regular meetings with institutional shareholders. A corporate website is maintained containing a wide range of information of interest to investors at www.hkland.com. Securities Purchase Arrangements At the Annual General Meeting held on 11th May 2011, shareholders renewed the approval of a general mandate authorising the Directors to effect purchases by the Company or its subsidiaries of the Company’s own ordinary shares of less than 15% in aggregate of its issued share capital. Related Party Transactions Details of transactions with related parties entered into by the Company during the course of the year are included in Note 28 to the financial statements on pages 56 and 57. There were no transactions entered into by the Company during the course of the year to which the related party transaction rules of the FSA in the United Kingdom apply. Annual Report 2011 67
Principal Risks and Uncertainties The Board has overall responsibility for risk management and internal control. The process by which the Group identifies and manages risk is set out in more detail on page 66 of the Corporate Governance section of this Report. The following are the principal risks and uncertainties facing the Company as required to be disclosed pursuant to the Disclosure and Transparency Rules issued by the Financial Services Authority in the United Kingdom and are in addition to the matters referred to in the Chairman’s Statement and Chief Executive’s Review. Economic Risk The Group is exposed to the risk of negative developments in global and regional economies, and financial and property markets, either directly or through the impact on the Group’s joint venture partners, bankers, suppliers or tenants. These developments can result in: • recession, inflation, deflation and currency fluctuations; • restrictions in the availability of credit, increases in financing and construction costs and business failures; and • reductions in office and retail rents, office and retail occupancy and sales prices of, and demand for, residential developments. Such developments might increase costs of sales and operating costs, reduce revenues, or result in reduced valuations of the Group’s investment properties or in the Group being unable to meet in full its strategic objectives. Commercial Risk and Financial Risk Risks are an integral part of normal commercial practices, and where practicable steps are taken to mitigate such risks. These risks are further pronounced when operating in volatile markets. The Group makes significant investment decisions in respect of commercial and residential development projects that take time to come to fruition and achieve the desired returns and are, therefore, subject to market risks. These risks are further pronounced when operating in volatile markets. The Group operates in areas that are highly competitive, and failure to compete effectively in terms of price, product specification or levels of service can have an adverse effect on earnings as can construction risks in relation to new developments. Significant pressure from such competition may lead to reduced margins. The quality and safety of the products and services provided by the Group are also important and there is an associated risk if they are below standard. The steps taken by the Group to manage its exposure to financial risk are set out in the Financial Review on page 15 and Note 2 to the financial statements on pages 32 to 36. Regulatory and Political Risk The Group is subject to a number of regulatory environments in the territories in which it operates. Changes in the regulatory approach to such matters as foreign ownership of assets and businesses, exchange controls, planning controls, tax rules and employment legislation have the potential to impact the operations and profitability of the Group. Changes in the political environment in such territories can also affect the Group. Terrorism, Pandemic and Natural Disasters A number of the Group’s interests are vulnerable to the effects of terrorism, either directly through the impact of an act of terrorism or indirectly through the impact of generally reduced economic activity in response to the threat of or an actual act of terrorism. The Group would be impacted by a global or regional pandemic which could be expected to seriously affect economic activity and the ability of our business to operate smoothly. In addition, many of the territories in which the Group is active can experience from time to time natural disasters such as earthquakes and typhoons. 68 Hongkong Land
Page 1 and 2:
Annual Report 2011 Hongkong Land Ho
Page 3 and 4:
is one of Asia’s leading property
Page 5 and 6:
Highlights • Strong commercial le
Page 7 and 8:
People The Group’s excellent repu
Page 9 and 10:
Top five office tenants (in alphabe
Page 11 and 12:
In 2012, the final office tower of
Page 13 and 14:
space, including villas, townhouses
Page 15 and 16:
a significant number of convertible
Page 17 and 18: Treasury Policy The Group manages i
Page 19 and 20: Gross Assets The Group’s gross as
Page 21 and 22: Lord Leach of Fairford Lord Leach h
Page 23 and 24: Consolidated Statement of Comprehen
Page 25 and 26: Consolidated Statement of Changes i
Page 27 and 28: Notes to the Financial Statements 1
Page 29 and 30: 1 Principal Accounting Policies con
Page 35 and 36: 2 Financial Risk Management continu
Page 37 and 38: 2 Financial Risk Management continu
Page 39 and 40: 3 Critical Accounting Estimates and
Page 63 and 64: Five Year Summary 2007 2008 2009 20
Page 65 and 66: Corporate Governance Hongkong Land
Page 67: Corporate Governance Code of Conduc
Page 71 and 72: Offices Offices Hongkong Land Holdi
Page 73 and 74: Major Property Portfolio at 31st De
Page 75 and 76: Major Property Portfolio hong kong
Page 77 and 78: eijing, CHINA The Newly Acquired Wa
Page 79: Hongkong Land Holdings Limited Jard
show all

Annual Report 2011 - Hongkong Land

Create successful ePaper yourself

Delete template?

Save as template?