Annual Report 2021

056 Corporate Governance Report Annual Report 2021 Miramar Hotel and Investment Company, Limited In accordance with Articles 77, 78 and 79 of the Articles of Association or the Corporate Governance Code under the Listing Rules, Mr Eddie Lau Yum Chuen, Mr Thomas Liang Cheung Biu, Dr David Sin Wai Kin, Mr Richard Tang Yat Sun and Mr Howard Yeung Ping Leung shall retire by rotation at the forthcoming 2022 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, and Mr Alexander Au Siu Kee has been non- executive directors of the Company prior to his re-designation as independent non-executive directors on 1 December 2020, 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 of the Company or any of its subsidiaries. Though Mr Alexander Au Siu Kee has the following non-executive directorships with the following core connected persons of the Company which may be regarded as falling within the factors affecting independence as specified in Rule 3.13(7) of the Listing Rules: (a) Mr Au is a non-executive director of Hong Kong Ferry (Holdings) Company Limited (“HK Ferry”) which involves no executive or management functions and he does not have any involvement in the management or executive function of HK Ferry. The Board considers that such non-executive directorship would not have any bearings on his independence. (b) Mr Au is currently the chairman and non-executive director of Henderson Sunlight Asset Management Limited (“HSAM”). Mr Au has not taken part in the day-to-day management of HSAM and has had no executive role. The Board considers that as Mr Au only plays a non-executive role in HSAM, such non-executive role has no bearings on his independence. Even though Dr David Sin Wai Kin, Mr Thomas Liang Cheung Biu and Mr Howard Yeung Ping Leung have been serving as director of the Company for more than 9 years, they have been able to provide objective and independent views to the Company during their tenure of office. The Nomination Committee were of the view that the long service of Dr Sin, Mr Liang and Mr Yeung would not affect their exercise of independent judgement and, with their long-tenured directorship, they are able to provide invaluable experience, continuity, and stability to the Board, as well as a historical perspective that is indispensable in determining the Company’s strategy. The Board, through the assessment and recommendation by the Nomination Committee, is satisfied that Dr Sin, Mr Liang and Mr Yeung possess the required character, integrity and experience to fulfill the role of an independent non-executive director and considers Dr Sin, Mr Liang and Mr Yeung as independent for the purpose of acting as an independent non-executive director of the Company. The Board concurs with the view and recommendation of the Nomination Committee that Dr David Sin Wai Kin, Mr Thomas Liang Cheung Biu and Mr Howard Yeung Ping Leung are considered as independent and is satisfied that they have the required character, integrity and experience to continue fulfilling the role of an independent non-executive director, and thus recommends them for re-election at the 2022 Annual General Meeting.