Mandarin Oriental International Limited - Mandarin Oriental Hotel ...

Corporate Governance
The Group’s corporate governance relies on a combination of shareholder, board and management supervision and strict
compliance, internal audit and risk control procedures, within the context of the various international regulatory regimes
to which the Group is subject.
Mandarin Oriental International Limited is incorporated in Bermuda. The Company was established as an Asian-based
hotel group and has since extended its operations to key locations around the world. The Company has its primary share
listing on the London Stock Exchange and secondary listings in Bermuda and Singapore. The primary corporate governance
regime applicable to the Company arises under the laws of Bermuda, including under certain specific statutory provisions
that apply to the Company alone. The Company has fully complied with that governance regime. The Company is not
subject to the Combined Code (the ‘Code’) that applies to United Kingdom incorporated companies listed in London, but
this Report outlines the significant ways in which its corporate governance practices differ from those set out in the Code.
The Management of the Group
The Company has its dedicated executive management under the Group Chief Executive. The Memorandum of Association
of the Company, however, provides for the chairman of Jardine Matheson Holdings Limited (‘Jardine Matheson’) to be,
or to appoint, the Managing Director of the Company. The managing director of Jardine Matheson has been so appointed.
Reflecting this, and the 73% interest of the Jardine Matheson group in the Company’s share capital, the Group Chief
Executive and the Managing Director meet regularly. Similarly, the board of the Hong Kong-based Group management
company, Mandarin Oriental Hotel Group International Limited (‘MOHG’), and its finance committee are chaired by the
Managing Director and include Group executives and the group finance director, the group strategy director and the group
general counsel of Jardine Matheson.
The Board
The Company currently has a Board of 16 directors: the Group Chief Executive and Chief Financial Officer; six executives
of Jardine Matheson; and eight non-executive Directors. Their names and brief biographies appear on pages 25 and 26 of
this Report. The Chairman has been appointed in accordance with the provisions of the Bye-laws of the Company, which
provide that the chairman of Jardine Matheson, or any Director nominated by him, shall be the Chairman of the Company.
The composition and operation of the Board reflect the approach to management described in this Report. The Board
regards relevant business experience and relationships as more valuable attributes of its non-executive Directors than formal
independence criteria. The Company does not have nomination or remuneration committees or a formal Board evaluation
process. Decisions on nomination and remuneration result from consultations between the Chairman and the Managing
Director and other Directors as they consider appropriate. The four executives of Jardine Matheson on the board of
MOHG, being A J L Nightingale, Jonathan Gould, Mark Greenberg and James Riley, also form the MOHG audit
committee that has responsibility for the Group. The Board has not designated a ‘senior independent director’ as set
out in the Code.
Among the matters which the Board of the Company decides are the Group’s business strategy, its annual budget,
dividends and major corporate activities. Responsibility for implementing the Group’s strategy is delegated to the
Company’s executive management, with decision-making authority within designated financial parameters delegated to
the MOHG finance committee. In addition, certain Directors of the Company based outside Asia make regular visits to
Asia and Bermuda, where they participate in five annual strategic reviews, four of which normally precede the full Board
meetings. These Directors’ knowledge of the region and the Group’s affairs reinforces the process by which business is
reviewed by the Board.
The Board is scheduled to hold four meetings in 2009, and ad hoc procedures are adopted to deal with urgent matters.
Two meetings each year are held in Bermuda and two in Asia. The Board receives high quality, up to date information for
each of its meetings, which has previously been considered and approved at meetings of the board of MOHG. This
information is also the subject of a strategy review in a cycle of meetings (in Bermuda or Asia, as appropriate) prior to
consideration by the Board itself.
Annual Report 2008 79