Board of Directors

 

Composition Training and Insurance for Directors
Role and Function Non-executive Directors
Corporate Governance Function Independent Non-executive Directors
Retirement and Re-election of Directors Delegation – Board Committees
Meetings Securities Transactions by Directors and Employees
Relationship    


Composition
The Directors of the Company who served the Board are as follows:
 

Executive Directors
Mr. Lu Wing Chi, Jesse (Chairman)
Mr. Lambert Lu (Chief Executive)

Non-executive Directors
Mr. Lam Sing Tai
Mr. Lincoln Lu 

Independent Non-executive Directors ("INED")
Mr. Walujo Santoso, Wally
Mr. Leung Hok Lim
Mr. Chung Pui Lam


Biographical particulars of the existing Directors are set out in the relevant section of (Management Team) under (About Us) section of this website.
 


Role and Function
The Company is governed by the Board and the Directors are accountable to the shareholders for the activities and performance of the Group. To oversee the Group's business and development, the Board has reserved for its decision and consideration the following matters:

1. adoption and overall oversight of objectives and strategic plans;
2. amendment to memorandum of association and bye-laws as well as alteration of share capital;
3. approval of interim dividends and other distribution and recommendation of final dividends for shareholders' approval;
4. establishment of Board committees and delegation of powers of the Board to the Board committees;
5. appointment, re-appointment, re-designation and removal of Board members;
6. approval of significant accounting policies and practices;
7. oversight of corporate governance, risk management and internal controls; and
8. other significant matters.

Matters other than the above mentioned have been delegated by the Board to the management and the major ones are execution of the Board's decisions (including business strategies and initiatives it has adopted) and daily operations, preparation of annual and interim financial statements for the Board's approval before public reporting, implementation of adequate systems of internal control and risk management as well as compliance with relevant requirements, rules and regulations.
 


Corporate Governance Function

The Board is also responsible for performing the corporate governance duties including:
 
(i) to develop and review the Company’s policies and practices on corporate governance;
(ii) to review and monitor the training and continuous professional development of Directors and senior management;
(iii) to review and monitor the Company’s policies and practices on compliance with legal and regulatory requirements;
(iv) to develop, review and monitor the code of conduct applicable to employees and Directors; and
(v) to review the Company’s compliance with the Corporate Governance Code and disclosure in the Corporate Governance Report.

 


Retirement and Re-election of Directors
Pursuant to the Company's Bye-laws and the Corporate Governance Code , every Director shall retire from office no later than the third annual general meeting after he was last elected or re-elected. Further, any Director appointed by the Board as an additional Board member or to fill a casual vacancy shall hold office only until the next general meeting of the Company and shall then be eligible for re-election.

For an INED who has served the Company for more than nine years, his further appointment will be subject to a separate resolution to be approved by the shareholders. The papers to the shareholders accompanying that resolution will include the reasons why the Board believes he is still independent and should be re-elected. 


Meetings
The Board conducts meetings on a regular basis with at least 14 days' notice and on an ad hoc basis with reasonable notice that are required for significant and important issues. Before each Board and committee meetings, relevant agendas and documents with appropriate information are sent to Directors who are consulted for including matters in the agendas. The Board has four scheduled meetings a year to, amongst other matters, approve the final results and interim results respectively and consider financial and operating performances of the Company. All businesses transacted at the Board meetings are well-documented and the records are maintained properly. The Board members are provided with appropriate and sufficient information in a timely manner to keep abreast of the Group's latest developments.
 


Relationship
Of the Directors, Mr. Lu Wing Chi, Jesse is the father of Messrs. Lincoln Lu and Lambert Lu. Other than these, there is no financial, business, family and other material relationship among other members of the Board.

Notwithstanding the above relationships, there has been an effective and balanced board collectively responsible for the Company's activities and affairs. Almost half of the Board members of the Company are Executive Directors and more than half are Non-executive Directors (including INED) whose views carry significant weight in the Board's decisions. The Board members have been free to discuss issues properly put to the Board meetings and express their views and concerns. No individual or small group can dominate the Board's decision-making process.
 


Training and Insurance for Directors 
Directors are provided with timely updates on changes in laws and compliance issues relevant to the Group. The Company also encourages its Directors to enroll in relevant professional development courses to continually update and further improve their relevant knowledge and skills. In-house training sessions will be organised by the Company as part of the continuous professional development for its Directors to update them on the latest developments regarding the Listing Rules and applicable regulatory requirements in discharging their duties.
 


Non-executive Directors
The Non-executive Directors (including INED) of the Company serve the relevant function of bringing independent judgement and valuable guidance and advice on the development, performance and risk management of the Group.
 


Independent Non-executive Directors
The Board consists of a total of seven Directors, comprising two Executive Directors, two Non-executive Directors and three INED. More than one-third of the Board are INED of which at least an INED possessing appropriate professional qualifications or accounting or related financial management expertise.

The three INED come from diverse business and professional backgrounds in the fields of international trading, accounting and laws, rendering valuable expertise and experience to promote the best interests of the Company and its shareholders as a whole and ensuring that issues are considered in an independent and a more objective manner. All of them serve on the Audit and Remuneration Committees of the Company and two of them serve on the Nomination Committee of the Company.
 


Delegation – Board Committees
The Board has properly delegated its powers and established several Board committees, namely Audit Committee, Nomination Committee, Remuneration Committee and Executive Committee, with specific written terms of reference that deal clearly with their authority and duties, to oversee particular aspects of the Company's affairs and assist in the execution of the Board's responsibilities.


 


Securities Transactions by Directors and Employees
The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers (the "Model Code") set out in Appendix 10 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited as its own code of conduct regarding securities transactions by the Directors of the Company. 

The Company has also adopted a code with no less exacting terms than the Model Code for the directors and employees of the Group (other than the Directors of the Company) (the "Relevant Employees") to regulate their dealings in the listed shares of the Company, as the Relevant Employees are likely to be in possession of inside information in relation to such shares because of their office or employment.