The Board of Directors and management are committed to principles of good corporate governance consistent with prudent enhancement and management of shareholder value. These principles emphasise transparency, accountability and independence. Set out below are those principles of corporate governance as adopted by the Company.
The Board is structured to ensure it is of a high calibre and has a balance of skills, experience and knowledge desirable for effective leadership of the Group. The Board is responsible and has general powers for the management and conduct of the business of the Group. The table below shows certain information in respect of members of the Board:
The Board currently consists of 13 Directors, comprising 5 Executive Directors, 3 Non-executive Directors and 5 Independent Non-executive Directors. Each Non-executive Director serves a term of three years, with one-third of the Board retiring at each annual general meeting, provided that every Director shall be subject to retirement at an annual general meeting at least once every three years.
In order to reinforce their respective independence, accountability and responsibility, the role of the Group Chairman is separate from that of the Chief Executive Officer. Their respective responsibilities are clearly established. The Group Chairman is responsible for ensuring that the Board is functioning properly, with good corporate governance practices and procedures, whilst the Chief Executive Officer, supported by other Executive Directors, is responsible for managing the Group’s business, including the implementation of major strategies and initiatives adopted by the Board.
The non-executive Directors, who combine to offer diverse industry expertise, serve the important function of advising the management on strategy and ensuring that the Board maintains high standards of financial and other mandatory reporting requirements as well as providing adequate checks and balances for safeguarding the interests of shareholders and the Company as a whole.
The Board established three committees with specific responsibilities as described later below. Major matters that are specifically delegated by the Board to management include the preparation of annual and interim financial statements for Board approval before public reporting, execution of business strategies and initiatives adopted by the Board, monitoring of operating budgets, implementation of adequate systems of internal controls and risk management procedures, and compliance with relevant statutory requirements and rules and regulations.
The Board has established the following committees (comprising a majority of Independent Non-executive Director) on 1 January 2009 with defined terms of reference, which are of no less exacting terms than those set out in the Corporate Governance Code of the Listing Rules: the Audit Committee, the Nomination Committee and the Remuneration Committee. To further reinforce independence, all these Committees are chaired by Independent Non-executive Directors.
The Company has established an Audit Committee with primary duties to oversee the financial reporting process and internal control procedures of the Group, to review the financial information of the Group, to consider issues relating to the external auditors and to provide advice and recommendations to the Board. The Audit Committee consists of five members, all of them are Independent Non-executive Directors and Mr Patrick SUN is the Chairman of the Audit Committee.
The Company has also established a Nomination Committee which comprises Mr Victor HUANG, Mr QIU Yafu and Mr Patrick SUN. The Nomination Committee is mainly responsible for making recommendation to the Board on the appointment of Directors and the management of Board succession. Mr Victor HUANG is the Chairman of the Nomination Committee.
The Company has also established a Remuneration Committee which comprises Mrs Eva CHENG LI Kam Fun, Mr Victor HUANG, and Mr QIU Yafu. The Remuneration Committee considers and recommends to the Board the remuneration and other benefits paid by the Company to the Directors. The remuneration of all Directors is subject to regular monitoring by the Remuneration Committee to ensure that the levels of their remuneration and compensation are appropriate. Mrs Eva CHENG LI Kam Fun is the Chairman of the Remuneration Committee.
Directors’ Securities Transactions
The Group has adopted stringent procedures governing Directors’ securities transactions in compliance with the Model Code as set out in Appendix 10 of the Listing Rules. Specific confirmation has to be obtained from each Director to confirm compliance with the Model Code. Relevant employees who are likely to be in possession of inside information of the Group are also subject to compliance with written guidelines on no less exacting terms than the Model Code.
Internal Control and Risk Management
The Board recognises the importance of internal controls to safeguard shareholders’ interests and manage business risks. The Board has delegated the implementation of internal control systems as well as the operational and compliance controls and risk management procedures to the senior management of the Group. Qualified personnel of the Group maintain and monitor these systems of control on an ongoing basis. The Audit Committee assumes the overall responsibility for reviewing the adequacy and integrity of the Group’s internal controls and risk management systems. The Group’s Corporate Governance Division within the Corporate Compliance Group, under the supervision of the Group Chief Compliance and Risk Management Officer, performs regular audit reviews which cover mainly financial, operational, compliance controls, risk management policies and procedures, and sustainability practices. The purpose of the reviews is to evaluate the adequacy, effectiveness of and compliance with these systems. The Group Chief Compliance and Risk Management Officer reports all major findings and recommendations to the Audit Committee and the Corporate Governance Division monitors the implementation of the recommendations.
Updated on 16 January 2020
List of Directors
Memorandum of Association and Bye-laws
Procedure for member to nominate a person for election as a director