The Board of Directors of the Company (the “Board”) is committed to maintaining good corporate governance. The Board believes that good corporate governance principles and practices should emphasise accountability and an increase in transparency which will enable the Group’s stakeholders, including shareholders, investors, customers, suppliers, employees and the community to have trust and faith in the Group to take care of their needs and to fulfill its social responsibility.
The Board is responsible for the Group’s system of corporate governance and has performed and reviewed in a timely manner the corporate governance functions as required under the Corporate Governance Code (the “Code”) set out in Appendix 14 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited. The terms of reference for performing the corporate governance functions as set out in the Code were approved by the Board for adoption.
The Board currently has two Executive Directors and six Non-executive Directors. Three of the six Non-executive Directors are independent to ensure that proposed strategies protect all shareholders’ interests.
The Company has not adopted any share option scheme. The Board has established the following Board committees to oversee particular aspects of the Company’s affairs. The Board Audit and Risk Committee assists the Board in fulfilling its audit and control-related duties through the review of the Company’s financial reporting, risk management and internal control systems. The Remuneration Committee makes recommendations to the Board on the Company’s policy and structure for all remuneration of Directors and senior management (who are also executive directors of the Company), reviews and approves the special remuneration packages of all executive directors with reference to corporate goals and objectives resolved by the Board from time to time and determines, with delegated responsibility, the remuneration packages of individual executive directors. The Nomination Committee reviews the structure, size and composition (including the skills, knowledge and experience) of the Board and makes recommendations on any proposed changes to the Board to complement the Group’s corporate strategy. It also makes recommendations to the Board on nominations and appointment of Directors as well as assesses the independence of independent non-executive directors.