Corporate Governance
The Company strives to attain and maintain the highest standards of corporate governance as it believes that effective corporate governance practices are fundamental to enhancing shareholder value and safe guarding interests of shareholders and other stakeholders. The Company has accordingly adopted sound corporate governance principles that emphasis a quality Board, effective internal control, stringent disclosure practices and transparency and accountability to all stakeholders. It is, in addition, committed to continuously improving these practices and inculcating an ethical corporate culture.
Compliance with the Corporate Governance Code
The Company has complied with all the code provisions of the Corporate Governance Code (the "CG Code") as set out in Appendix C1 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules").
Compliance with the Model Code for Securities Transactions by Directors of Listed Issuers
The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers set out in Appendix C3 to the Listing Rules as its own code of conduct regarding directors' securities transactions.
Board Committees
Audit Committee
Currently, the Audit Committee of the Company consists of three independent non-executive directors, namely, Mr. Lam Yiu Kin (Chairman), Ms. Chan Man Ki, Maggie and Dr. Li Huiqun.
The Audit Committee is responsible to oversee the Group's relationship with its external auditor, monitor the external auditor's independence and objectively, develop and implement policy on the engagement of an external auditor to supply non audit services, review the preliminary results, interim results and annual financial statements, monitor the compliance with statutory requirements and Listing Rules, review the scope, extent and effectiveness of the Group's internal audit functions, review arrangement for concerns about possible improprieties in financial reporting, internal control or other matters, and, where necessary, commission independent investigations by legal advisers or other professionals.
Terms of Reference for the Audit Committee
Remuneration Committee
The Board has set up a Remuneration Committee with a majority of the members being independent non-executive directors. Currently, it comprises three independent non-executive directors and two executive directors, namely, Ms. Chan Man Ki, Maggie (Chairlady), Dr. Li Huiqun, Mr. Lam Yiu Kin, Mr. Liu Ming Chung and Mr. Zhang Cheng Fei.
The Remuneration Committee was established in March 2006. The functions of the Remuneration Committee include making recommendations to the Board on the remuneration policy and practices and establishing recruitment policies that enable the Company to recruit, retain and motivate high-calibre staff to reinforce the success of the Company and create value for the Shareholders. It also supervises and enforces the 2006 Share Option Scheme and 2016 Share Option Scheme of the Company in an effective manner.
Terms of Reference for the Remuneration Committee
Corporate Governance Committee
Currently, the Corporate Governance Committee comprises three independent non-executive directors and two executive directors, namely Dr. Li Huiqun (Chairman), Mr. Lam Yiu Kin, Ms. Chan Man Ki, Maggie, Ms. Cheung Yan and Mr. Zhang Cheng Fei.
The Corporate Governance Committee reports directly to the Board and is responsible to develop and review the Company's policy and practices on corporate governance and made recommendations to the Board; review and monitor the Company's policies and practices in compliance with legal and regulatory requirements; develop, review and monitor the code of conduct applicable to employees and directors; review the annual corporate governance report and recommended to the Board for consideration and approval for disclosure; review the time required from a director to perform his responsibilities; review the Committee's terms of reference and recommended to the Board on any changes; and review and monitor the training and continuous professional development of directors.
Terms of Reference for the Corporate Governance Committee
Nomination Committee
Currently, the Nomination Committee comprises three independent non-executive directors and two executive directors, namely, Ms. Cheung Yan (Chairlady), Mr. Zhang Cheng Fei, Mr. Lam Yiu Kin, Ms. Chan Man Ki, Maggie and Dr. Li Huiqun.
The Nomination Committee reports directly to the Board and they are responsible to determine the policy for the nomination of directors and set out the nomination procedures and the process and criteria adopted to select and recommend candidates for directorship which shall take into consideration the principle of diversity; review the structure, size, composition and diversity of the Board and make recommendations on any proposed changes to the Board; assess the independence of independent non-executive directors; make recommendations to the Board on the appointment or re-appointment of directors; and review the board diversity policy and make recommendations on any required changes to the Board.
Terms of Reference for the Nomination Committee
Executive Committee
The Board has established the Executive Committee, which is responsible for the management and administration of the business of the Company and any matters which are within the ordinary course of the Company's business under the control and supervision of the Board and in accordance with the provisions of the Bye-laws.
The members of the Executive Committee shall be executive directors, but the Executive Committee shall not at any time consist of more than four members. No change shall be made to the composition of the Executive Committee except with the approval of all the directors in writing. The Chairlady of the Board shall be the Chairlady of the Executive Committee.
Currently, the members of the Executive Committee include Ms. Cheung Yan (Chairlady), Mr. Liu Ming Chung, Mr. Zhang Cheng Fei and Mr. Lau Chun Shun.
Risk Control Committee
The Risk Control Committee comprises senior and experienced members of management. The primary duties of the Risk Control Committee are strengthening the control environment; assessing relevant risks and carrying out necessary control activities; ensuring seamless information exchange; exercising appropriate supervision to ensure the effectiveness and efficiency of control over activities within and between different departments; identifying risks and analyzing such risks which may impede the achievement of corporate objectives (including such risks associated with constant changes in the regulatory and operating environments); establishing internal control measures for minimizing and eliminating risks; reviewing and reporting to the Board in respect of the effectiveness of internal control.