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.

 

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Board Committees:

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Audit Committee

Remuneration Committee

Nomination Committee

Corporate Governance Committee

 

Audit Committee

Composition:

Mr. Lai Yat Hung Edmund (Chairman)

Dr. Lui Ming Wah, SBS, JP

Ms. Au-Yeung Kit Ping

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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)

Ms. Au-Yeung Kit Ping

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:

Ms. Au-Yeung Kit Ping (Chairman)

Dr. Lui Ming Wah, SBS, JP

Mr. Lai Yat Hung Edmund

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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)

Ms. Au-Yeung Kit Ping

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.

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Memorandum and Articles of Association Shareholders' Rights