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BOARD OF DIRECTORS
Composition of the Board
The composition of the Board is set out as follows:
Executive Director:
Mr Lam Ching Kui (Chairman and Chief Executive Officer)
Independent Non-Executive Directors:
Mr Chan Chun Wai, Tony
Mr Wan Bo
Mr Hau Pak Man
Responsibilities
The Board has a balance of skill and experience and a balanced composition of Executive and Non-executive Directors and is responsible for oversight of the management of the Company’s business and affairs. The Board has delegated the day-to-day responsibility to the Executive Director(s) and senior management of the Company.
The Board, led by the Chairman and the Chief Executive Officer, is responsible for formulation and approval of the Group’s development, business strategies, policies, annual budgets and business plans, recommendation of any dividend and supervision of management.
The Chairman and Chief Executive Officer seeks to ensure that all Directors are properly briefed on issues brought up at Board meetings and receive adequate and reliable information in relation to matters discussed at Board meetings and also other affairs of the Group on a timely basis.
The Chairman and Chief Executive Officer is responsible for day-to-day management of the Company’s operations, financial management and the effective implementation of the overall strategies and initiatives adopted by the Board.
The Company considers that internal control system and risk management function are essential, and the Board plays an important role in implementing and monitoring internal control system and risk management function.
In the course of discharging their duties, the Directors act in good faith, with due diligence and care, and in the best interests of the Company and its shareholders. Their responsibilities include:
- attending regular Board meetings focusing on business strategy, operational issues and financial performance;
- active participation on the boards of subsidiaries and associated companies;
- approval of annual budgets for each operating company covering stategy, financial and business performance, key risks and opportunities;
- monitoring the quality, timeliness, relevance and reliability of internal and exernal reporting;
- monitoring and managing potential conflicts of interest of the Board, senior management and shareholders;
- consideration of misuse of corporate assets and abuse in related party transactions; and
- ensuring processes are in place to maintain the overall integrity of the Company, including financial statements, relationships with suppliers, customers and other stakeholders, and compliance with all laws and ethics.
To enable the Directors to meet their obligations, an appropriate organisational structure is in place with clearly defined responsibilities and limits of authority.
Audit Committee
The Audit Committee comprises Mr. Chan Chun Wai, Tony, Mr. Hau Pak Man, all of whom are Independent Non-executive Directors.
The Audit Committee reports directly to the Board and reviews financial statements and internal control, to protect theinterests of the Company’s shareholders.
The Audit Committee meets regularly with the Company’s external auditor to discuss various accounting issues, and reviews the effectiveness of internal controls. Written terms of reference, which describe the authority and duties of the Audit Committee are regularly reviewed and updated by the Board.
Remuneration Committee
The Remuneration Committee comprises one Executive Director and three Independent Non-executive Directors.
The primary function of the Remuneration Committee is to make recommendations to the Board on the Company’s policy and structure for all remuneration of Directors and senior management. The Company’s emolument policy is to ensure that the remuneration offered to employees including executive Directors and senior management is based on the skills, knowledge, responsibilities and involvement in the Company’s affairs. The remuneration packages are also determined by reference to the Company’s performance and profitability, remuneration level in the industry and the prevailing market conditions. The emolument policy for Non-executive Directors, mainly comprising directors’ fees, is subject to annual assessment with reference to the market standard. Individual Director and senior management would not be involved in deciding their own remuneration.
Nomination Committee
The Nomination Committee comprises one Executive Director and two Independent Non executive Directors. Mr. Lam Ching Kui is the Chairman of the Nomination Committee.
The primary function of the Nomination Committee is to make recommendations to the Board on new appointment and re-appointment of Directors and Senior Management. New directors are sought mainly through referrals and internal promotions. In evaluating whether an appointee is suitable to act as a director, the Board will review the independence, experience and skills of the appointee as well as personal ethics, integrity and time commitment of the appointee.
Appointment/re-election of removal of directors
The appointment of all the directors, including Independent Non-executive Directors, is for a specific term of not more than three years from date of appointment. The Articles of Association provide for the retirement of Directors by rotation and any new Director appointed to fill a casual vacancy shall submit himself/herself for re-election by shareholders at the first general meeting following the appointment.
The procedures and process of appointment, re-election and removal of Directors are set out in the Company’s Articles of Association. The Board is responsible for the reviewing the Board composition, monitoring the appointment of Directors and assessing the independence of the Independent Non-executive Directors.
Procedures for Shareholders to Propose a Person for Election as a Director
Pursuant to Article 89 of the Company’s Articles of Association, a shareholder can propose a person for election to the office of Director at any general meeting by giving the Company notice in writing by some member (not being the person to be proposed) entitled to attend and vote at the meeting for which such notice is given of his intention to propose that person for election as Director and notice in writing by that person of his willingness to be elected shall have been given to the Company provided that the minimum length of the period, during which such notice are given, shall be at least 7 days. The period for lodgment of such notices shall commence no earlier than the day after the dispatch of notice of the general meeting appointed for such election and end no later than 7 days prior to the date of such general meeting.
Communication with Shareholders
The Board will maintain an on-going dialogue with shareholders in particular through annual general meetings or other general meetings.
The Company would ensure timely publishing of information on its website in order to make it available to all stakeholders at the same time. The website is available is both English and chinese. The Company issues regular results announcements, annual reports and interim reports to ensure that all stakeholders are fully informed of the latest performance of the Company. Shareholders should direct their questions about their shareholdings to Union Registrars Limited, the Company's Registrar in Hong Kong.
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