Governance

Chaired by an Independent Non-executive Director, SusCom 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.

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

The ARC is also responsible for ensuring appropriate assurance of the materiality assessment and 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 to verify key ESG data and reporting accuracy based on appropriate accounting principles and reporting practices. Findings and observations are presented to management and the Board through the ARC.

In addition to the oversight provided by the SusCom and ARC, further details regarding the Group’s corporate governance framework, best practices and recent enhancements can be found in the Corporate Governance Report in the Annual Report.

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

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). As of the end of 2025, the SEC comprises the following senior corporate management team:

• Mr T. K. Chiang (Chief Executive Officer);
• Mr Alexandre Keisser (Chief Financial Officer);
• Mr Carlo Wolters (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);
• Mr Andre Blumberg (Chief Digital Officer);
• Mr Roger Chen (Managing Director – China);
• Mr Joseph Law (Managing Director – CLP Power Hong Kong);
• Mr Mark Collette (Managing Director – EnergyAustralia);
• Mr Ringo Ng (Managing Director – CLPe);
• Mr Rajiv Mishra (Managing Director – Apraava Energy);
• Mr Vian Davys (Managing Director – Growth Markets);
• Mr Eric Chan (Senior Director – Group Internal Audit);
• Mr Paul Tomlinson (Chief Transformation Officer – CLP Power Hong Kong); and
• Mr Hendrik Rosenthal (Director – Group Sustainability).

The SEC steers the Group’s sustainability strategy 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 2025, the SEC convened seven 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 2025 are summarised below:

• Provided direction on SEC governance by updating the Terms of Reference and expanding membership to include all GEC members.
• Reviewed the performance of ESG ratings and indices and provided direction on the Company’s participation, including maintaining transparency and focusing on priority assessments.
• 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, the Task Force on Nature-related Financial Disclosures (TNFD) and the Science Based Targets initiative (SBTi) and assessed their implications for the Companyʼs 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 provided feedback to the Hong Kong Monetary Authority (HKMA)’s Taxonomy for Sustainable Finance, maintained engagement across the year and submitted CLP’s response.
• Explored the oppotunity to develop the Group Human Rights Policy Statement covering labour and community topics, including plans to broaden whistle‑blowing coverage and enhance social due diligence.
• Reviewed the Sustainable Procurement Programme to systematically assess supplier sustainability risks and support supplier engagement on continuous improvement, and reviewed the Sustainable Supply Chain Finance programme.
• Reviewed and endorsed the methodology for monitoring carbon markets, and initiated a review to update the Company’s position on environmental market instruments, including GECs, RECs and carbon offsets.

The Department guides the Group’s climate action and leads sustainability and climate-related disclosures. This includes reviewing and reporting progress on the implementation of CLPʼs Climate Vision 2050, IFRS/HKFRS standards and the ESG regulatory requirements of the Stock Exchange of Hong Kong. The Department is also responsible for oversight of the carbon markets across CLPʼs operations.

The Department integrates sustainability into current operations and advises on how sustainability can inform CLP’s business strategy and planning. It tracks sustainability issues, keeping the SusCom and SEC informed about new risks and opportunities, as well as monitoring changes in stakeholder expectations such as human rights and procurement and assessing their implications for the Company. The Department also manages corporate sustainability reporting and looks for ways to enhance overall operational performance.

The Department is committed to delivering 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 also facilitates various Group functions and business units across regions to meet regularly on a forum call and share experience and insights on how to move sustainability forward across the CLP Group.