Annual Report 2019

Corporate Governance Report 052 Annual Report 2019 Miramar Hotel and Investment Company, Limited In accordance with Articles 77, 78 and 79 of the Articles of Association, Mr Lee Ka Shing, Mr Richard Tang Yat Sun, Mr Thomas Liang Cheung Biu, Mr Wu King Cheong and Mr Alexander Au Siu Kee shall retire by rotation at the Annual General Meeting and, being eligible, have offered themselves for re-election. The Nomination Committee has considered each of them based on merit and having regard to their experience, skills and expertise (as shown in Biographical Details of Directors) as well as the company’s board diversity policy and nomination policy, recommended to the Board that each of them are eligible for re-election. The Board has received from each of the independent non-executive directors an annual confirmation of independence pursuant to Rule 3.13 of the Listing Rules. The Board considers that all the independent non-executive directors are independent. Notwithstanding Mr Howard Yeung Ping Leung and Mr Thomas Liang Cheung Biu have been non-executive directors of the Company prior to their re-designation as independent non-executive directors on 6 December 2012, the Board is of the view that they are independent since they did not take part in the day-to-day management or perform any management role or executive function in the Company or any of its subsidiaries before the re-designation. Mr Wu King Cheong has served as independent non-executive director for more than nine years. As an independent non-executive director with extensive experience and knowledge, Mr Wu has been providing objective and independent views to the Company over the years, and he remains committed to his independent role. The Nomination Committee believed that the long service of Mr Wu would not affect his exercise of independent judgement. The Board concurs with the view and recommendation of the Nomination Committee that Mr Thomas Liang Cheung Biu and Mr Wu King Cheong are considered as independent and is satisfied that both of them have the required character, integrity and experience to continue fulfilling the role of an independent non- executive director, and thus recommends Mr Liang and Mr Wu for re-election at the Annual General Meeting. The Board makes broad policy decisions and has delegated the responsibility to the Chief Executive Officer for corporate policy formulation and schematization, as well as promoting the Group’s business development and enhancing its competitiveness and status in the industry. The key function of the Chairman is the management of the Board. The day-to-day management and operation of the Company’s businesses are delegated to the senior management. The Board has the following matters specifically reserved for its approval: 1. Major acquisitions and disposals, and joint ventures; 2. Major project investments, and major capital expenditure programmes; 3. Annual budgets, and business and financial plans; 4. Financial statements, dividend distributions, capital structure, treasury policy, and accounting policy; 5. Remuneration policy and terms of employment of the senior executive team; and 6. Public announcements as required under the Listing Rules. During the year ended 31 December 2019, four board meetings were held to review and approve financial results, evaluate operating performance and direct business development. The Board has a total of four board committees to assist it in carrying out its responsibilities; and they are the General Purpose Committee, the Remuneration Committee, the Audit Committee and the Nomination Committee, all of which have defined terms of reference setting out their respective duties, powers and functions.