Annual Report 2019

096 Transport International Holdings Limited 2019 Annual Report Corporate Governance Report The Role of the Board The Board promotes the success of the Group by directing and supervising its affairs in a responsible and effective manner. The primary responsibilities of the Board are as follows: setting the Group’s values and standards; giving the management objectives and directions; monitoring management performance; managing relationships with stakeholders, including shareholders, the HKSAR Government, employees and the community; establishing appropriate policies to manage risks in pursuit of the Group’s strategic objectives; reviewing the effectiveness of internal controls and risk management procedures; reviewing and approving the accounts of the Group; ensuring the integrity of the Group’s financial reporting system and public announcements; approving major financing arrangements; evaluating major acquisitions, disposals and material contracts; and setting dividend policy. The Roles of Chairman and Managing Director The Chairman and the Managing Director are two distinct posts, separately held by Dr Norman LEUNG Nai Pang, GBS, JP , an Independent Non-executive Director, and Mr Roger LEE Chak Cheong, an Executive Director, neither of whom have any financial, business, family or other relationship with each other. There is a clear distinction between the roles of the Chairman and the Managing Director. The responsibilities of the Chairman and the Managing Director are defined in writing and summarised below: Responsibilities of the Chairman: chairing the Board and shareholders’ meetings (ensuring that the views and concerns of Board members and shareholders are expressed at these meetings); ensuring that the operations of the Board are managed effectively by discussing all principal and appropriate issues in a timely manner; ensuring that all Directors receive adequate, accurate, clear, complete and reliable information in a timely manner; facilitating effective communication with shareholders and ensuring that shareholders’ views are adequately reflected to the Board; and ensuring that all corporate governance practices adopted by the Board are implemented. Responsibilities of the Managing Director: realising the long-term objectives and priorities set by the Board by developing and implementing the Group’s policies and strategies; providing salient, accurate, timely and succinct information for the Board to monitor the performance of the management; leading an effective and professional executive team in the management of the Group’s day-to-day businesses; closely monitoring operational and financial results in accordance with plans and budgets; maintaining regular dialogue with the Chairman on important and strategic issues faced by the Group, and bringing the same to the Board’s attention; putting adequate operational, planning, legal and financial-control systems in place; and managing the Company’s relationships with its diverse stakeholders.