CORPORATE GOVERNANCE PRACTICES
This report is a product of the Company’s compliance with all relevant recommendations laid down in the Corporate Governance Code and Corporate Governance Report as set out in Appendix 14 of the Listing Rules. The Company is committed to maintain a high standard of corporate governance practices and procedures. The Board believes that good corporate governance helps the Company safeguard the interests of its stakeholders and improve the performance of the Group.
BOARD OF DIRECTORS
The Directors of the Company during the year and up to the date of this report were:
Chan Chun Choi (Chairman and Managing Director)
Chan Kingsley Chiu Yin (Deputy Chairman)
Lo So Wa Lucy (formerly known as Lu Su Hua)
INDEPENDENT NON-EXECUTIVE DIRECTORS:
Ip Ka Keung
Lam King Hang
Cheung Man Fu
THE CHAIRMAN AND MANAGEMENT TEAM
The Company implements a clear division of responsibilities among its top management. The chairman is kept separate from the control of daily operations. The role of chairman is management of the Board including oversees the functions of the Board and provide leadership for the Board. The management team takes responsibility for the Group’s day-to-day business operations.
The Audit Committee of the Company was established with specific terms of reference. The Audit Committee comprises three members who are all the INEDs Mr. Ip Ka Keung (Chairman), Dr. Lam King Hang and Mr. Cheung Man Fu. The Audit Commitee mainly responses to consider the appointment of the external auditors, the performance of the external auditors, the audit fee, and any questions of resignation or dismissal; review with the Group’s management, external auditor and internal auditor, the adequacy of the Group’s policies and procedures regarding internal controls (including financial, operational and compliance controls), risk management system and any statement by the Director to be included in the annual accounts prior to endorsement by the Board and etc.
The Remuneration Committee of the Company was established with specific terms of reference. The Remuneration Committee comprises three members who are all the INEDs Dr. Lam King Hang (Chairman), Mr. Ip Ka Keung and Mr. Cheung Man Fu. The Remuneration Committee provides objective opinions in helping the Group formulating remuneration policies, especially for those involving Directors or senior management. Moreover, the Remuneration Committee ensures that no conflicting parties are involved in the decision process of committing remuneration packages. In short, the objective of this Remuneration Committee is to assure that the Group is able to attract, retain, and motivate a high-caliber management team which is essential to the future of the Company.
The Nomination Committee of the Company was established by the Board with specific terms of reference. The Nomination Committee comprises three members who are all the INEDs Mr. Cheung Man Fu (Chairman), Mr. Ip Ka Keung and Dr. Lam King Hang. The Nomination Committee mainly responses to review and monitor the structure, size and composition (including the skills, knowledge and experience) of the Board to complement the Company’s corporate strategy; identify and nominate qualified individuals for appointment as additional directors or to fill Board vacancies as and when they arise and etc.
The Company Secretary of the Company is an employee of the Company. The Company Secretary is responsible for advising the Board through the Chairman of the Board on governance matters and also facilitates induction and professional development of Directors. All Directors have access to the advice and services of the Company Secretary to ensure that board procedures, and all applicable law, rules and regulations, are followed.
In accordance with clause 58 of bye-laws, any shareholder holding not less than one-tenth of the paid-up capital of the Company carrying the right of voting at general meetings of the Company have the right, by written requisition to the Board or the Secretary of the Company, to require a special general meeting to be called by the Board for transaction of any business specified in such requisition.
The Board welcomes shareholders’ views on matters affecting the Group, and encourages their attendance at shareholders’ meetings to communicate any concerns they may have with the Board or management directly. The Company’s AGM is an especially important forum.
In respect of any disclosable and significant event, the Company will make accurate and complete disclosure through the publication of announcements, notices, circulars, interim and annual reports in a timely manner on the websites of the Stock Exchange and the Company, pursuant to the disclosure requirements under the Listing Rules.