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 emphasize transparency, accountability and independence. Set out below are those principles of corporate governance as adopted by the Company.
The Board
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:
| Name | Position |
| Mr. WONG Yat Ming | Group Managing Director and Executive Director |
| Mr. Bruno LI Kwok Ho | Chief Financial Officer and Executive Director |
| Mr. Danny LAU Sai Wing | Chief Operating Officer and Executive Director |
| Ms. Sabrina FUNG Wing Yee | Executive Director |
| Dr. Victor FUNG Kwok King, GBM, GBS, CBE | Chairman and Non-executive Director |
| Dr. William FUNG Kwok Lun, SBS, OBE, JP | Deputy Chairman and Non-executive Director |
| Mr. Jose Hosea CHENG Hor Yin | Non-executive Director |
| Mr. Patrick SUN | Independent Non-executive Director |
| Mr. Jean-Marc LOUBIER | Non-executive Director |
| Mr. Michael LEE Tze Hau | Independent Non-executive Director |
| Mr. Cassian CHEUNG Ka Sing | Independent Non-executive Director |
| Ms Eva LI Kam Fun | Independent Non-executive Director |
The Board currently consists of 12 Directors, comprising four Executive Directors, four Non-executive Directors and four Independent Non-executive Directors. Each 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 Group Managing Director. 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 Group Managing Director, supported by the 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 (half of whom are independent), 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 has 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.
Board Committees
The Board has established the following committees (all chaired by Independent Non-executive Director) with defined terms of reference (available to shareholders upon request), which are of no less exacting terms than those set out in the Code on Corporate Governance Practices of the Listing Rules: the Audit Committee, the Nomination Committee and the Compensation Committee. To further reinforce independence, the Audit, Nomination and Compensation Committees have been structured to include a majority of Independent Non-executive Directors.
Audit Committee
The Company has established an Audit Committee on 1 January 2009 in compliance with Rules 3.21 and 3.22 of the Listing Rules. The primary duties of the audit committee are 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 comments to the Board. The Audit Committee consists of six members, of which majorities are Independent Non-executive Directors and Mr. Patrick SUN is the Chairman of the Audit Committee.
Nomination Committee
The Company has also established a Nomination Committee which comprises Mr. Michael LEE Tze Hau, Mr. Patrick SUN, Mr. Cassian CHEUNG Ka Sing and Dr William FUNG Kwok Lun. The Nomination Committee is mainly responsible for making recommendation to the Board on the appointment of Directors and the management of Board succession. Mr. Michael LEE Tze Hau is the Chairman of the Nomination Committee.
Remuneration Committee
The Company has also established a Compensation Committee which comprises Mr. Cassian CHEUNG Ka Sing, Dr. Victor FUNG Kwok King, Mr. Michael LEE Tze Hau and Ms Eva LI Kam Fun. The Compensation 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 Compensation Committee to ensure that the levels of their remuneration and compensation are appropriate. Mr. Cassian CHEUNG Ka Sing is the Chairman of the Compensation 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 unpublished price-sensitive 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 Officer who was appointed by the Board on 24 October 2007, performs regular audit reviews which cover all material controls including financial, operational and compliance controls, and risk management functions. The purpose of the reviews is to evaluate the adequacy, effectiveness of and compliance with these systems. The Group Chief Compliance Officer reports all major findings and recommendations to the Audit Committee and the Corporate Governance Division monitors the implementation of the recommendations.
BOARD OF DIRECTORS
COMMITTEES
updated 3rd April, 2012
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