Annual Report 2019

Corporate Governance Report 051 Miramar Hotel and Investment Company, Limited Annual Report 2019 Corporate Governance Report The Company is committed to maintaining a high standard of corporate governance. The Company has complied with the code provisions set out in the Corporate Governance Code contained in Appendix 14 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”) for the year ended 31 December 2019, with the exception of one deviation that roles of the chairman and the chief executive officer of the Company have not been segregated as required by code provision A.2.1 of the Code. Mr Lee Ka Shing was re-designated as Chairman and Chief Executive Officer as from 12 June 2014. Mr Lee has been the Chief Executive Officer since 1 August 2006 with in-depth experience and knowledge of the Group and its businesses. The Board is of the view that his appointment into the dual roles as Chairman and Chief Executive Officer is in the best interest of the Group ensuring continuity of leadership and efficiency in formulation and execution of corporate strategies, and that there is adequate balance of power and authority in place. Board of Directors The Board of Directors (the “Board”) currently comprises thirteen members, of whom five are executive directors, three non-executive directors and five independent non-executive directors, as detailed below: Executive Directors Mr LEE Ka Shing Mr Richard TANG Yat Sun Dr Colin LAM Ko Yin Mr Eddie LAU Yum Chuen Mr Norman HO Hau Chong Non-Executive Directors Dr Patrick FUNG Yuk Bun Mr Dominic CHENG Ka On Mr Alexander AU Siu Kee Independent Non-Executive Directors Dr David SIN Wai Kin Mr WU King Cheong Dr Timpson CHUNG Shui Ming Mr Howard YEUNG Ping Leung Mr Thomas LIANG Cheung Biu The biographical details of the directors and relationship among them are shown under the section “Biographical Details of Directors” in this Annual Report. Save as disclosed therein, there is no financial, business, family or other material/relevant relationship among the directors. All the non-executive directors (including independent non-executive directors) of the Company have been appointed for a term of not more than three years. The terms of Dr David Sin Wai Kin, Mr Thomas Liang Cheung Biu, Dr Timpson Chung Shui Ming and Mr Howard Yeung Ping Leung are up to 31 December 2020; Dr Patrick Fung Yuk Bun up to 31 December 2021; Mr Dominic Cheng Ka On, Mr Wu King Cheong and Mr Alexander Au Siu Kee up to 31 December 2022; and all are subject to retirement by rotation and re-election in accordance with the Articles of Association of the Company.