Corporate Governance Report

The Company is committed to achieving a high standard of corporate governance that properly protects and promotes the interests of its shareholders.

The Company has adopted the code provisions set out in the Corporate Governance Code (the “CG Code”) as set out in Appendix 14 of the Rules Governing the Listing of Securities (the “Listing Rules”) on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”).

Remuneration of Directors and senior management

(i) Remuneration policy of Executive Directors and senior management

The Group’s remuneration policy seeks to provide a fair market remuneration so as to attract, retain and motivate high quality staff. The Group will set levels of remuneration to ensure comparability and competitiveness with companies competing within a similar talent pool.

(ii) Fees paid to Non-Executive Directors

The former Chairman was appointed as the Honorary Chairman and, being an Independent Non-Executive Director, entitles to an annual fee of HK$400,000. Each of the other Non-Executive Directors of the Company entitles to an annual fee of HK$120,000. In determining such fee, the Board has taken into account the current market conditions. Such fee is also subject to shareholders’ approval in annual general meetings.

(iii) Remuneration Committee

A Remuneration Committee was established by the Company with clear terms of reference and is responsible for making recommendations to the Board on the Company’s policy and structure for all Directors’ and senior management’s remuneration and on the Company’s establishment of a formal and transparent procedure for developing remuneration policy.

The Remuneration Committee comprises three Independent Non-Executive Directors, Mr. Abraham Shek, Mr. Andrew Fan and Dr. Eddy Li. The committee met once during the year to review the remuneration policy of the Group and the management’s remuneration proposals with reference to the Board’s corporate goals and objectives. The committee performs an advisory role to the Board with the Board retaining the final authority to approve the remuneration packages of Directors and senior management and the model (c)(ii) as stipulated in code provision B.1.2 of the CG Code was adopted.

The attendance record of each committee member is as follows:

 

*Terms of Reference