CORPORATE GOVERNANCE

The Group is committed to maintain a high standard of corporate governance and enhance its transparency and corporate value. The Group believes that good corporate governance provides a framework between the Board and the shareholders so as to enhancing shareholders’ interest and value as a whole. The Board continually reviews and improves its corporate governance practices to ensure the Company keeps abreast of the expectation of shareholders of the Company.

 

The Board realized the importance of establishing corporate governance culture within the Group's management structures and internal control to reinforce independence and accountability.

 

As an integral part of good corporate governance, the Board has established Board Committees to oversee particular aspects of the Company's affairs.

 

Board Committees:

Audit Committee

Remuneration Committee

Nomination Committee

Corporate Governance Committee

 

Audit Committee

Composition:

Dr. Lui Ming Wah, SBS, JP (Chairman)

Mr. Charles Edward Chapman

Mr. Wong Ka Kit

Mr. Lai Yat Hung Edmund

 

Responsibilities:

The principal duties of the Audit Committee include (i) to discuss with the external auditor before the audit commence, the nature and scope of the audit and confirm their independence and objectivity; (ii) to review the Group’s financial information before submission to the Board; (iii) to review the Group’s financial reporting system and the effectiveness of the audit process with internal control procedure; and (iv) to review external auditor’s management letter and the relationship with the Group.

 

Remuneration Committee

Composition:

Dr. Lui Ming Wah, SBS, JP (Chairman)

Mr. Charles Edward Chapman

Mr. Wong Ka Kit

Mr. Lai Yat Hung Edmund

 

Responsibilities:

The principal responsibilities of the Remuneration Committee include (i) make

recommendations to the Board on the Company’s policy and structure for the remuneration of Directors and senior management and (ii) review the specific remuneration packages of all executive Directors and senior management by reference to the Company’s performance and profitability as well as remuneration benchmarks in the industry and the prevailing market conditions.

 

Nomination Committee

Composition:

Dr. Lui Ming Wah, SBS, JP (Chairman)

Mr. Charles Edward Chapman

Mr. Wong Ka Kit

Mr. Lai Yat Hung Edmund

 

Responsibilities:

The principal responsibilities of the Nomination Committee include (i) review the structure, size and composition (including the skills, knowledge and experience) of the Board at least annually and make recommendations on any proposed changes to the Board to complement the Company’s corporate strategy; (ii) identify individuals suitably qualified to become Board members and select or make recommendations to the Board on the selection of individuals nominated for directorships; (iii) assess the independence of Independent Non-executive Directors; and (iv) make recommendations to the Board on the appointment or re-appointment of directors and succession planning for directors, in particular the Chairman and the CEO.

 

Corporate Governance Committee

Composition:

Dr. Lui Ming Wah, SBS, JP (Chairman)

Mr. Charles Edward Chapman

Mr. Wong Ka Kit

Mr. Lai Yat Hung Edmund

 

Responsibilities:

The principal responsibilities of the Corporate Governance Committee include (i) develop and review the Company’s policies and practices on corporate governance and (ii) make recommendations to the Board and review the Company’s compliance with the Corporate Governance Code.

 

Shareholders' Rights

The Company recognises the rights of Shareholders and their opinions are

valuable to the Company. The Shareholders are encouraged to participate in

general meetings or to appoint proxies or corporate representatives to attend

and vote at meetings for and on their behalf if they are unable to attend the

meetings. The Shareholders are encouraged to raise their enquiries on the

operations, corporate governance, corporate strategy and further development of the Company during the meeting by way of shareholders’ rights. The process of the Company’s general meeting will be monitored and reviewed on a regular basis, and, if necessary, changes will be made to ensure that Shareholders’ needs are best served. The Board members, in particular, either the chairmen or deputy chairmen of Board Committees or their delegates, appropriate management executives and external auditor will attend annual general meetings to answer Shareholders’ questions.

 

Shareholders to convene an extraordinary general meeting

 

In accordance with Article 68 of the Articles of Association of the Company,

general meetings shall also be convened on the written requisition of any two

or more Shareholders deposited at the principal office of the Company in Hong Kong or, in the event the Company ceases to have such a principal office,

the registered office specifying the objects of the meeting and signed by the

requisitionists, provided that such requisitionists held as at the date of deposit

of the requisition not less than one-tenth of the paid up capital of the Company which carries the right of voting at general meetings of the Company.

 

Putting forward proposals by Shareholders at general meetings

 

Save for the procedures for the Shareholders to convene an extraordinary

general meeting, there are no provisions in the Articles of Association of the

Company or the Cayman Islands Companies Law for Shareholders to propose

new resolutions at general meetings. Shareholders who wish to propose

relevant resolutions may request the Company to convene a general meeting in accordance with the procedures set out in the preceding paragraph.

 

Putting forward enquiries by Shareholders to the Board

 

Shareholders may contact the Board for enquiries in respect of the Company’s

information, to the extent such information can be made available to the

public. Shareholders may at any time make enquiry in respect of the Company

in writing at our head office in Hong Kong by post or facsimile via the numbers

and email address provided on the Company’s website.

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