Corporate Governance

Overview
The  Company recognises the importance of good corporate governance to the Company's development and has devoted considerable efforts to identifying, formulating, establishing and enhancing corporate governance practices appropriate to the Company's needs. The Board, having regard to the size and nature of businesses of the Group, periodically reviews the Company's corporate governance practices to meet the rising expectations of shareholders and comply with increasingly stringent regulatory requirements.

Corporate Governance Practices
During the financial year of 2016, the Company has applied the principles and complied with all the code provisions set out in the Corporate Governance Code contained in Appendix 14 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited except for the following deviations:

 

Corporate Governance Code   Deviations and reasons
A.2.1 The roles of the chairman and chief executive should be separate and should not be performed by the same individual.   Mr. Lu Wing Chi, the Chairman who is holding the office of Managing Director, currently oversees the management and the Group’s business. The Board considers that the present management structure has been effective in facilitating the operations and development of the Group for a considerably long period and has withstood the test of time and that no benefit will be derived from changing it. The current structure allows flexibility and enhances the efficiency of decision-making process in response to the constantly changing environment while the market sentiment may vary quite significantly in different areas of the Asia Pacific region in which the Group operates. In addition, the Board believes that a balance of power and authority is adequately ensured by the operations of the Board which comprises conscientious, experienced and high calibre individuals including three Independent Non-executive Directors. 
 
A.4.1 Non-executive directors should be appointed for a specific term, subject to re-election.   Each of the existing Non-executive Directors (including the Independent Non-executive Directors) does not have a specific term of appointment but is subject to retirement by rotation and re-election at the annual general meetings pursuant to the Bye-laws of the Company. The Bye-laws require that every Director will retire from office no later than the third annual general meeting after he was last elected or re-elected. Further, any person appointed by the Board to fill a casual vacancy or as an additional Director (including Non-executive Director) will hold office only until the next general meeting and will then be eligible for re-election. As such, the Board considers that such requirements are sufficient to meet the underlying objectives of the relevant code provision and therefore does not intend to take any remedial steps in this regard.



The Board will continuously review and recommend such proposals as appropriate in the circumstances of such deviations.

For review of the Memorandum of Association and Bye-laws of the Company, please click on the link below:
 

Memorandum of Association and Bye-laws.

 

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