2024 Sustainability Report / Approach to Sustainability / Governance

Governance

Good corporate governance and risk management form the bedrock of a sustainable business and underpin its long-term success. The Group is continuously striving to embed good corporate governance practices in its day-to-day operations through the full implementation of CLP's Value Framework.

Corporate governance framework and code
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GRI reference: 2-9, 2-12, 2-15, 2-23, 2-24, 3-3

A robust corporate governance framework promotes and safeguards the interests of shareholders and other stakeholders. CLP is committed to maintaining a rigorous framework of corporate governance to uphold the Group’s credibility and reputation.

Corporate governance is a matter of culture, driving CLP to continually make conscious decisions around correct behaviours. Over the years, the Company has developed and put in place a CLP Code on Corporate Governance, a Corporate Governance Framework and a comprehensive set of procedures, systems, policies and guidelines that make up the unique CLP corporate governance structure. The CLP Code embraces the terms set out in the Corporate Governance Code, Appendix C1 of the Rules Governing the Listing of Securities of the Hong Kong Stock Exchange, but it goes beyond this by advancing a structure that builds on CLP’s own standards and experience.

Download the CLP Code on Corporate Governance

The Board is CLP’s highest governance body, responsible for directing and supervising its affairs responsibly and effectively. Some of these responsibilities are delegated to five Board Committees. The two committees most involved in sustainability-related matters are the Sustainability Committee and the Audit & Risk Committee.

Find out more about Sustainability Governance in this report

How CLP Holdings approaches corporate governance

approach-governance-corporate-governance-framework

The Corporate Governance Report in the Annual Report discloses the Company's governance performance in detail. Below are the highlights from 2024.

Board Refresh and Succession - As part of the Board’s gradual refresh of its composition, three Directors in different capacities retired from the Board and the Board appointed two new Directors in 2024;
Corporate Strategy Review - The Board approved the corporate strategy in November 2024, following a series of dedicated briefing and discussion sessions that included a two-day offsite event for our Board Members. Board Members spent a considerable amount of time formulating the strategy with management;

ERP Panel - The Board established a project focus Panel with dedicated oversight of the enterprise resource planning (ERP) system project. The project to implement the ERP system is a significant project as it will improve CLP’s digital capabilities and optimise our business processes across our Hong Kong-based operations. As the implementation of the project is subject to the purview of the CLP Power Board, CLP Holdings Audit & Risk Committee and the CLP Holdings Finance & General Committee, the establishment of the ERP Panel consolidates the oversight of this project at the CLP Holdings Board level; and
Corporate Governance Regulatory Developments - CLP Holdings welcomes the series of corporate governance-related changes being introduced by the Hong Kong Stock Exchange with the Listing Rules changes that will come into effect on 1 July 2025. CLP Holdings' corporate governance practices already adhere to most of these new requirements. Those that have not been implemented, specifically the designation of a lead independent non-executive director and the introduction of a workforce diversity policy, will be considered by the CLP Holdings Board in due course with regard to the implementation timetable for the new changes.

Read the Corporate Governance Report in the 2024 Annual Report

The Human Resources and Remuneration Committee Report covers CLP’s Remuneration Policy, including the non-financial metrics considered for executives’ remuneration.

Sustainability governance
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GRI reference: 2-9, 2-12, 2-13, 2-14, 2-23

The CLP Board has overall responsibility over sustainability as well as business strategy. Sustainability governance has been institutionalised in the Group's corporate governance structure, from Board-level committees to management-level Group functions and business units.

Two of the Board Committees, the Sustainability Committee and the Audit & Risk Committee, have separate but complementary roles in sustainability management. They are supported by the Sustainability Executive Committee and coordinated by the Group Sustainability Department.

Sustainability Committee

The CLP Board-level Sustainability Committee (SusCom) primarily oversees the management of the Group’s sustainability matters.

The Sustainability Committee is chaired by an Independent Non-executive Director and comprises seven Non-executive Directors, five of whom, including the Chair, are Independent Non-executive Directors. Members of the Sustainability Committee are appointed by CLP Holdings’ Board of Directors to oversee CLP’s sustainability matters.

Download the Terms of Reference of the Sustainability Committee

Overview of work conducted by the Sustainability Committee between 2024 and the date of this Report

	2024				2025
	Jan	Feb	Sep	Nov	Feb
Climate Change-related Matters
Other Sustainability Matters – risks, opportunities and emerging issues
Sustainability Reporting/Indices performance
Sustainability Governance
Health, Safety, Security and Environment
Community, Charitable and Environmental Partnerships and Initiatives

There has been considerable expectation and anticipation from CLP’s stakeholders on how CLP would approach its corporate disclosures under the new Hong Kong Financial Reporting Standard (HKFRS) S1 and S2. With the guidance from the Committee, management devoted considerable time to preparing for the Group's disclosures in this regard.

Read the full Sustainability Committee Report in the 2024 Annual Report

Audit & Risk Committee

The Audit & Risk Committee (ARC) is responsible for maintaining oversight of CLP’s financial control, risk management and internal control processes, and ensuring that adequate systems are in place and are being followed.

Download the Terms of Reference of the Audit & Risk Committee

Risks are managed at both the strategic and operational levels, in ways that support the long-term sustainability of CLP’s growth objectives and the operational needs of the current business.

The ARC is also responsible for ensuring appropriate data assurance of the ESG (non-financial) data in the Sustainability Report. In addition to its robust internal control system, CLP maintains independent oversight through an independent non-financial auditor, who assures the accuracy of key ESG data and of metrics and reporting based on appropriate accounting principles and reporting practices. Findings and observations are presented to management and the Board through the ARC.

Read the full Audit & Risk Committee Report in the 2024 Annual Report

Sustainability Executive Committee

The Sustainability Executive Committee (SEC), established in 2016, is responsible for assessing and managing sustainability matters. The SEC is chaired by the Chief Executive Officer (CEO) as part of the role’s executive-level responsibility for environmental, social and governance matters. As of the end of 2024, the SEC comprises the following senior corporate management team:

Mr T. K. Chiang (CEO);
Mr Alex Keisser (Chief Financial Officer);
Mr Derek Parkin (Chief Operating Officer);
Mr David Simmonds (Chief Strategy, Sustainability and Governance Officer);
Ms Quince Chong (Chief Corporate Development Officer);
Ms Eileen Burnett-Kant (Chief Human Resources Officer); and
Mr Hendrik Rosenthal (Director – Group Sustainability).

Given the importance of sustainability in CLP’s long-term growth and the fact that the management of sustainability matters involves different group functions and business units across CLP’s markets, membership of the SEC has been expanded since early 2025 to include all Members of, and senior executives with standing invitations to join meetings of, the Group Executive Committee (GEC).

Full biographies of GEC Members are set out on the Group’s website

The SEC steers the sustainability strategy of the Group and approves relevant deliverables. The CEO and CFO also hold management responsibilities for the assurance of ESG data and jointly sign off the General Representation Letter connected with the assurance process.

In 2024, the SEC convened six times and served as a platform for the executive team to initiate or develop strategic sustainability projects, receive updates on ongoing initiatives and engage in strategic discussions on emerging topics.

Key actions in 2024 are summarised below:

Reviewed and endorsed CLP’s Climate Vision 2050 (2024 edition) and approved proposal to increase frequency of reviewing CLP’s climate transition plans and target to at least once every three years;
Monitored feedback received on EnergyAustralia’s Climate Transition Action Plan published in August 2024;
Monitored the evolving international and local ESG reporting standards, including the IFRS S1/HKFRS S1 General Requirements for Disclosure of Sustainability-related Financial Information and the IFRS S2/HKFRS S2 Climate-related Disclosures and the Task Force on Nature-related Financial Disclosures (TNFD) and assessed their implications for the Company's own disclosures;
Provided direction for the Company’s response to various ESG disclosure standards, including the changes made by the Stock Exchange of Hong Kong with enhanced climate-related disclosure expectations under the ESG Code;
Reviewed the material topics identified in the materiality assessment and determined the impact material topics and financially material topics to be featured in the Sustainability Report and the Annual Report respectively;
Reviewed and endorsed changes to the Sustainability Report, separating the report into an online only section and a core version to ensure effective communication to readers and maintaining transparency as well as introducing a standalone ESG databook and online interactive data hub;
Reviewed and endorsed the sustainability-related target benchmarking exercise and proposed targets, aligning them with the latest sustainability material topics;
Monitored investors' feedback and identified areas for improvement in light of investors’ expectations relating to ESG performance and reporting;
Reviewed the performance of ESG indices results, endorsed the participation of new index (Women Workplace Index), and noted a growing demand for robust management of social matters and disclosure of the financial impact of ESG matters;
Endorsed the roll-out of greenhouse gases accounting platform for internal data collection and calculation;

Reviewed and provided feedback to the Hong Kong Management Association (HKMA)’s Taxonomy for Sustainable Finance in Hong Kong;
Reviewed and endorsed the Supply Chain Sustainability Management Framework, including the three-year Sustainable Procurement Plan. The Plan systematically assess the sustainability risks of our suppliers to enhance our understanding, as well as to help manage these risks better; and
Reviewed and endorsed the updated CLP’s Nature and Biodiversity Action Plan, specifically the nature-related risk assessment.

Group Sustainability Department

The Director-led Group Sustainability Department regularly reports to and seeks guidance from the Sustainability Committee and the SEC.

The Department is responsible for developing and managing the implementation of the Group’s climate change strategy. This includes reviewing and reporting progress on the implementation of CLP's Climate Vision 2050, IFRS/HKFRS standards and the ESG regulatory requirements of the Stock Exchange of Hong Kong. The Department is also responsible for overseeing the development of carbon markets across CLP's markets and the Group's involvement in these markets, as well as monitoring changes in stakeholder expectations such as human rights and procurement, and assessing their implications for the Company.

The Department works to embed sustainability into existing operational practices and to provide sustainability input relating to the development of CLP’s business strategy and planning processes. It monitors sustainability matters and updates the Sustainability Committee and the SEC on emerging risks and opportunities. It also leads corporate sustainability reporting and identifies areas for improving operational performance.

The Department is committed to deliving ESG (non-financial) data reporting, performance management, as well as sharing insights and experience both internally and across organisations, sectors and countries. It supports and organises sustainability-related events and works closely with different stakeholder groups. For instance, the Department hosts Sustainability Forums and conducts regular meetings with Group functions and business units across regions to facilitate the sharing of sustainability experience and insights.