Corporate Governance

Principles

The Board acknowledges its responsibility for and commitment to corporate governance principles and recognises that the Authority’s stakeholders expect the highest standards of performance and accountability and conduct.

Hospital Authority Board

Under the HA Ordinance, the Chief Executive of the HKSAR appoints members to the Authority Board. The 2014-15 Board consisted of 28 members, including the Chairman. Details are listed in Appendix 1. Membership of the Authority comprises 24 non-public officers, three public officers and one principal officer (the Hospital Authority Chief Executive). Apart from the principal officer, other members are not remunerated in the capacity as Board members.

The Authority Board meets formally about 12 times a year and any other times as required. In 2014-15, it met 15 times and considered over 140 agenda items, covering an array of important matters in leading and managing HA, including policies, strategies, planning and development, operations and performance, resources management, management and control, risk management, contingency preparedness, governance etc., as well as the progress of the Review of HA which was launched by the Government in August 2013. In addition, seven Board papers covering urgent matters were circulated for approval between meetings.

The HA Board had implemented a number of enhancements on corporate governance structure and processes, following the recommendations of a comprehensive review of governance practices completed in 2012-13 (Phase 1 of the Corporate Governance Review). These enhanced practices, together with relevant provisions of the HA Ordinance, the Standing Orders as well as the various principles and corporate policies adopted by HA on corporate

governance at the Board level, were consolidated in the Code of Corporate Governance Practices of the HA Board (the Code). The Code aims to provide appropriate structures and processes ensuring that a robust governance and accountability framework is in place, guiding members of the Board and committees in performing their roles and responsibilities. The Code was approved by the Board in April 2014.

With concerted efforts of all in HA in enhancing corporate governance in the Authority over the years, the HA Board received the Directors of The Year Award 2014 under the Statutory/Non-profit-distributing Organisation – Boards category and a special recognition of Excellence in Board Diversity from the Hong Kong Institute of Directors in December 2014. These honours and recognitions indeed gave great encouragement to HA Board members, the executive management and all staff members of HA in contributing to good corporate governance of this sizable statutory organisation.

Board Committees

For optimal performance of its roles and exercise of powers, the HA Board has established 11 functional committees: Audit and Risk Committee, Emergency Executive Committee, Executive Committee, Finance Committee, Human Resources Committee, Information Technology Services Governing Committee, Main Tender Board, Medical Services Development Committee, Public Complaints Committee, Staff
Appeals Committee and Supporting Services Development Committee. Membership of the committees, their terms of reference and focus of work in 2014-15 are outlined in Appendix 3.

Hospital Governing Committees

To enhance community participation and governance of public hospitals, 32 Hospital Governing Committees (HGCs) have been established in 40 hospitals and institutions in accordance with the HA Ordinance. These committees are listed in Appendix 4. In 2014-15, the 32 HGCs conducted a total of 130 meetings. They received regular management reports from Hospital

Chief Executives, monitored operational and financial performance of the hospitals, provided policy guidance on hospital management, and participated in human resources and procurement functions, as well as hospital and community partnership activities. Linkage and interactions between the Board and HGCs were strengthened, and feedback collected from individual committees, where appropriate, were conveyed to HA Head Office for consideration.

In addition, the Manual on the Operation of Hospital Governing Committees (the Manual) was updated, consolidating various corporate governance policies and practices adopted by the HA Board and the HGCs over the years, including the initiatives of Phase 2 Corporate Governance Review completed at cluster/hospital level in 2013-14. The Manual, which was approved by the Board in July 2014, aims to provide guidance to HGC members in discharging their responsibilities.

Regional Advisory Committees

In order to provide HA with advice on the healthcare needs for specific regions of Hong Kong, the Authority has established three Regional Advisory Committees. These committees and their respective membership are listed in Appendix 5. Each Regional Advisory Committee meets four times a year.

In 2014-15, the Regional Advisory Committees discussed a number of matters including HA’s healthcare manpower situation, the pilot of General Outpatient Clinic Public Private Partnership Programme in three districts, the winter surge response plan, preparedness against communicable diseases, the results of the 2013 hospital-based patient experience and satisfaction survey, cross-cluster new case bookings at specialist outpatient clinics, etc. The committees were also briefed on the progress of the annual plans and targets of individual clusters as well as various service enhancement programmes.

Executive Management

The executive management team of the HA is outlined in Appendix 2(b). Executives are charged by the HA Board with the responsibility to manage and administer day-to-day business and operations of the HA. To ensure that the management can discharge duties in an effective and efficient manner, the HA Board has set out clear delegated authority, policies and codes of conduct. The Board also approves an annual plan

prepared by the executives in accordance with the Board’s direction. Regular executive reports on the progress of agreed performance indicators and targets are presented to the Board.

Under the powers stipulated in the HA Ordinance, the Authority determines the remuneration and terms and conditions of employment for all employees. Remuneration packages of executive directors and other senior managers are devised to attract, motivate and retain high calibre individuals in a competitive talent market. Remuneration packages of all senior executives are considered and endorsed by the HA Board through the Executive Committee.