Annual Report 2020

舜宇光學科技（集團）有限公司 • 2020 年報 57 Corporate Governance Report 企業管治報告 Each of the Directors has entered into a continuous service contract with the Company for a term of three years commencing from the date of appointment or re-appointment. The Company is committed to the view that the independent non-executive Directors should be of sufficient calibre and number to warrant that their views are acknowledged. Biographical details of the independent non- executive Directors are set out in the section “Directors and Senior Management” in this Annual Report. The independent non-executive Directors are in absence of any business or other relationships with the Group which could interfere in any material manner with the exercise of their independent judgment. The composition of the Board as at the date of this Annual Report is set out in the section “Directors and Senior Management” in this Annual Report. None of the Directors has any financial, business, family relationships or relationships in other material aspects with each other. Each of independent non-executive Directors has given a written confirmation to the Company confirming that he has met the criteria set out in Rule 3.13 of the Listing Rules regarding the guidelines for the assessment of independence of Directors respectively. The Company believes that the all independent non-executive Directors have complied with the relevant guidelines as stipulated in such rule and are still considered as independent. Appointment, Re-election and Removal The Company has implemented a set of formal, prudent and transparent procedures for the appointment of new Directors to the Board. The Company has also put in place plans for orderly succession of the Board. All Directors are subject to re-election regularly in accordance with the Articles of Association. The Board must explain the reasons for the resignation, re-designation or removal of any Director. Responsibilities of Directors Every Director is aware that he should devote sufficient time and attention to the affairs of the Company. The Directors are kept informed from time to time on the latest development of any changes to the regulatory requirements and the progress of compliance with applicable rules and regulations by the Company. The Directors are also updated from time to time on the latest business development and operation plans of the Company. 各董事已與本公司訂立持續服務合約，自委任 或重新委任日期起計為期三年。本公司相信， 獨立非執行董事的才幹與人數須達相當水準， 使其意見具影響力。獨立非執行董事的履歷載 於本年報「董事及高級管理層」一節，彼等並無 涉及任何可嚴重影響其行使獨立判斷的本集團 業務或其他關係。董事會於本年報日期的成員 名單載於本年報「董事及高級管理層」一節。各 董事間概無任何財務、業務、家庭關係或其他 重大關係。各獨立非執行董事已分別向本公司 提交書面確認，確認其已符合上市規則第 3.13 條有關評核董事獨立性指引的相關規定。本公 司相信，全體獨立非執行董事均一直遵守該規 則所載的相關指引，且仍然被視為保持獨立身 份。 委任、重選及罷免 本公司已實施一套正式、審慎且具透明度的程 序委任董事會新董事，亦已訂立計劃，確保董 事會的承接有序。全體董事須根據章程細則定 期重選。董事會須解釋任何董事的辭任、調任 或罷免的原因。 董事職責 各董事知悉，彼等應對本公司事務投放足夠的 時間和精力。 董事將不時獲提供有關監管規定任何變動的最 新發展及本公司遵守適用規則及規例的進展情 況。董事亦會不時獲提供本公司最新的業務發 展及營運計劃。