Corporate Governance

Corporate Governance Practices

The Group is committed to achieving high standard of corporate governance which is crucial to the development of the Group and safeguards the interests of the Company’s shareholders. To accomplish this, the Group has adopted practices which meet the Code on Corporate Governance Practices (the “Code”) as set out in Appendix 14 of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the “Listing Rules”).

Directors’ Securities Transactions

The Company has adopted the Model Code as set out in Appendix 10 to the Listing Rules as its own code for dealing in securities of the Company by the Directors. Having made specific enquiry of all Directors, the Company confirmed that all Directors have complied with the required standard as set out in the Model Code.

The Board

The board of Directors (the “Board”) currently consists of ten members, including six executive Directors, namely Mr. Kwan Kin Chung (Managing Director), Mr. Wan Xiaolin, Mr. Chung Billy, Mr. Tang U Fai, Mr. Kenneth Tang Kwing Chuen, Mr. Chen Man Lung; one non-executive Director, namely Mr. Chu Bong Foo (Chairman) and three independent non-executive Directors, namely Mr. Tsang Wai Wa, Mr. Joseph Lee Chennault and Mr. Lai Qiang (“INEDs”).

Terms of Non-executive Director

Under the code provision A.4.1, non-executive directors should be appointed for a specific term, subject to re-election. The current Independent Non-Executive Directors of the Company are not appointed for a specific term. However, all Directors (including Executive and Non-Executive) of the Company are subject to retirement by rotation at the annual general meeting in accordance with Bye-Law 110(A) and 190(v) of the Bye-Laws of the Company. As such, the Company considers that sufficient measures have been taken to ensure that the Company’s corporate governance practices are no less exacting than those in the Code.

Audit Committee

The Company has established an Audit Committee with written terms of reference is aligned with the code provisions set out in the Code. Full text of the terms of reference is available on the weblink “Terms of Reference” below. The Audit Committee comprised three INEDs, namely Mr. Tsang Wai Wa, Mr. Joseph Lee Chennault and Mr. Lai Qiang and is chaired by Mr. Tsang Wai Wa.

The Audit Committee meets at least twice a year for reviewing the reporting of annual and interim results and other information to the shareholders, and the effectiveness and objectivity of the audit process. Additional meetings may be held by the Audit Committee from time to time to discuss special projects or other issues which the Audit Committee considers necessary. The external auditors of the Company may request a meeting if they consider that one is necessary. The Audit Committee also provides an important link between the Board and the Company’s auditors in matters coming within the scope of its terms of reference and keeps under review the independence and objectivity of the auditors.

Terms of Reference

Remuneration Committee

The Remuneration Committee of the Group has been established in November 2005 with written terms of reference in line with the Code. Full text of the terms of reference is available on the weblink “Terms of Reference” below. The Remuneration Committee will meet as and when necessary or as requested by any Committee member to consider and recommend to the Board the Group’s remuneration policy and structure and to review and determine the remuneration packages of the executive Directors and senior management. The Directors are remunerated with reference to their respective duties and responsibility with the Company, the Company’s performance and current market situation.

The Remuneration Committee comprised two Independent Non-executive Directors, namely Mr. Tsang Wai Wa and Mr. Lai Qiang and an Executive Director, Mr. Wan Xiaolin. The Remuneration Committee was chaired by Mr. Tsang Wai Wa.

Terms of Reference

Nomination Committee

According to the Bye-Laws of the Company, the Company established a Nomination Committee on 26 March 2012 with written terms of reference, to formulate nomination policy for the Board’s consideration and implement the Board’s approved nomination policy. The Board of Directors has the power from time to time to appoint any person as a director either to fill a casual vacancy or as an addition to the Board of Directors. The nomination shall be taken in consideration of the nominee’s qualification, ability and potential contribution to the Company.

According to the written terms of reference, the Nomination Committee shall consists of three Directors, a majority of whom shall be independent non-executive Directors appointed by the Board of Directors from time to time. Currently, the Nomination Committee comprises Ms. Chow Lai Wah Livia, and two independent non-executive Directors, namely Mr. Tsang Wai Wa and Mr. Lai Qiang.

Terms of Reference

Nomination of Directors

According to the Bye-Laws of the Company, the Board of Directors has the power from time to time and at any time to appoint any person as a director either to fill a causal vacancy or as an addition to the Board of Directors. The nomination should be taken into consideration of the nominee’s qualification, ability and potential contributions to the Company.

Internal Control

The Company has adopted and reviewed the effectiveness of the Group’s internal control which includes financial, operational and compliance controls and risk management functions for safeguarding the interests of the shareholders of the Company.