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Company Profile
Mission
Exceptional Corporate Strengths
Chairman & Directors
Corporate Governance
Corporate Advisers & Registrars

The Company is committed to the implementation of good corporate governance practices and procedures.

The Company has adopted the Corporate Governance Code contained in Appendix 14 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the :Hong Kong Listing Rules;), which took effect on 1 April 2012.The Company also adopted the Model Code as set out in Appendix 10 to the Hong Kong Listing Rules as its own code of conduct regarding securities transactions by the Directors.

A detailed Corporate Governance Report is contained in the Company・s Annual Report (which, inter alia, includes the attendance records of Directors attendance at board meetings and their continuing professional development). The key aspects of that governance report are summarised below.

 

Board of Directors
 

The Board meets regularly and the Directors receive information between meetings about the activities of the Group. All Directors have full and timely access to all relevant information of the Group. In addition to the meetings of the Board, the senior management also communicates frequently to review and discuss the daily operation of the Group.

The Board is comprised of two Executive Directors, a Non-executive Director and three Independent Non-Executive Directors. Each of the Executive Directors has a wealth of managerial experience and the Non-executive Director and the Independent Non-Executive Directors have a wealth of experience in finance and corporate development. The Directors are satisfied that the composition of the Board meets the objective of ensuring checks and balances in the Company・s management. This diversity of experiences enables the Board to enhance good corporate governance and performance standard and to bring in valuable contributions and objective advices for the development of the Group.

The Board formulates the long term strategies of the Group and is responsible for leading the Group in the areas of management, businesses, research and innovation as well as financial performance. There is a clear division of responsibilities between the Board and the management. Decisions delegated by the Board to the management include implementation of the policy and direction determined by the Board, monitoring the business operation, preparation of financial statements, corporate governance and compliance with applicable laws and regulations.

The Bye-laws of the Company set out the responsibilities and proceedings of the Board. Significant operational policies have to be discussed and approved by the Board. To enable the Directors to meet their obligations, an appropriate organisational structure is in place with clearly defined responsibilities and limits of authority.

 
Procedures to Nominate a Director
 

The members of the Company who is duly qualified to attend and vote at general meetings (:Shareholders;) may by ordinary resolution elect any individual (:Candidate;) to be a Director. Candidates for election are proposed by separate resolutions put forward for shareholders・ consideration at general meetings.

According to Bye-law 89 of the Bye-laws of the Company, any Shareholder who wishes to nominate a Candidate for election (other than the shareholder himself/herself) should observe the following nomination procedures:

1.
Prepare a signed notice of intention to propose a Candidate for election. The notice has to be signed by a shareholder other than the Candidate being proposed.
2. Obtain a notice signed by the Candidate stating his willingness to be elected.
3.
Both notices, completed in accordance with Rule 13.51(2) of the Hong Kong Listing Rules, are to be submitted to the head office or the Share Registration Office at least seven (7) days before the dispatch of the notice of the annual general meeting.
4.
If the notice of the annual general meeting has been sent out, Shareholder can only file the notices during the period commencing on the day after the dispatch date and ending on seven (7) days before the general meeting.
 
 
 

Audit Committee

The Audit Committee has primary responsibility for monitoring the quality of internal control and ensuring that the financial performance of the Company is properly measured and reported on, receiving and reviewing reports from management and the auditors relating to the annual and interim financial statements, and monitoring the accounting and internal control systems in use throughout the Group. The Audit Committee comprises Mr. Chung Koon Yan (as chairman), Dr. Lui Ming Wah, SBS JP and Mr. Yang Zhen Han.

 

Remuneration Committee

The Remuneration Committee has adopted the approach under B.1.2(c)(i) of the Code Provisions set out in Appendix 14 to the Hong Kong Listing Rules to determine and review the scale and structure of the Executive Directors・ remuneration and terms of their service agreements. It also administers the share option plan. The Remuneration Committee comprises Mr. Chung Koon Yan (as chairman), Mr. Ng Ong Nee and Dr. Lui Ming Wah, SBS JP.

The Group・s remuneration policy provides competitive rewards for its Executive Directors and senior executives. The policy takes into account the Group・s performance, the individual's performance, and the prevailing remuneration packages of the markets in which the Group operates. The committee aims to attract, retain and motivate high caliber individuals with competitive remuneration packages.

The remuneration package provides a balance between fixed and variable rewards. Therefore, remuneration packages for Directors and senior executives normally include basic salary, discretionary bonuses, benefits and share options. Salaries and benefits are reviewed annually and are set to reflect the responsibilities, knowledge, skill and experience of the individual.

Terms of reference

 

 

Memorandum of Association and Bye-Laws of the Company

 
 
 
 

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This web-site was last updated on 06-06-20171