The Board of Directors (the “Board”) recognizes the importance of good corporate governance to maintain the Group’s competitiveness and lead to its healthy growth. The Company has taken steps not only to comply with code provisions as set out in the Corporate Governance Code (“the CG Code”) as set out in Appendix 14 of the Listing Rules but also to aim at enhancing the corporate governance practices of the Group as a whole.
The Board believes that open communication and fair disclosure are key means to enhance the Company’s corporate governance standards. Through the open communication and fair disclosure, the shareholders, both individual and institutional, of the Company (collectively, “Shareholders”), and, in appropriate circumstances, the Company’s potential investors and analysts, are provided with ready, equal and timely access to balanced and understandable information about the Company (including its financial performance, strategic goals and plans, material developments, governance and risk profile), to enable Shareholders to exercise their rights in an informed manner, and to provide feedback to the Company. To achieve the above purpose, the Company sets up and maintains this policy of communication with the Shareholders and other stakeholders (“Shareholder Communication Policy”) and the Board will review this Policy on regular basis to ensure its effectiveness.
The Group has an Audit Committee to ensure proper reporting and adequate internal controls, all committee members being independent non-executive directors. In addition, Remuneration Committee was also established.
Constitutional Documents:
The Board comprises 5 executive Directors (including the Chairman of the Board), and 3 independent non-executive Director. The Board is collectively responsible for overseeing the management of the business and affairs of the Group. All Directors have been given sufficient time and effort to the affairs of the Group.
The Board meets regularly to discuss the overall strategies, monitor financial performance, evaluate operation performances and discuss other significant matters.
At least 14 days' notice of all regular Board meetings was given to all Directors, and all Directors were given the opportunity to include matters for discussion in the agenda. An agenda and accompanying Board papers are sent in full to all Directors at least 3 days in advance of every regular Board meeting or committee meeting.
If a Director had a potential conflict of interest in a matter being considered in the Board meeting, the Director having such potential interest abstained from voting. Independent non-executive Directors with no conflict of interest were present at such meeting to deal with related issues.
The company secretary prepared and kept detailed minutes of each Board meeting and Board committee meeting and, within a reasonable time after each meeting, the draft minutes were circulated to all Directors for comment and the final and approved version of the minute was sent to all Directors for their records. The Board committee had also adopted and followed the same practices and procedures as used in the Board meeting.
The principal responsibilities of the Nomination Committee including to identify individuals qualified to become board members and to select or make recommendation on the selection, appointment or re-appointment of individuals nominated for directorships and the chief executive. The Nomination Committee will determine the individual by reference of factors such as professional qualification, experience, academic background etc.
The principal duties of the Audit Committee include monitoring the integrity of the financial statements of the Company, reviewing the effectiveness of Company’s internal control and risk management as delegated by the Board and making recommendations to the Board on the appointment and engagement of the external auditors for the audit and non-audit services.
The Audit Committee is provided with sufficient resources to enable it to discharge its duties.
The principal responsibilities of the Remuneration Committee include making recommendation to the Board on the Company’s policy and structure for the remuneration packages of all the Directors and senior management of the Company according to its terms of reference, including benefits in kind, pension rights and compensation payments, including any compensation payable foe the loss or termination of their office or appointment.
