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

Throughout the year of 2017, saved for the deviations as disclosed below, 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. As stated in the Corporate Governance Report in the Company’s 2016 annual report, Mr. Lu Wing Chi, the Chairman, also held the office of Managing Director overseeing the management and the Group’s business. Upon completion of the restructuring of the Company and Asian Growth Properties Limited ("AGP", a 97.17% owned subsidiary prior to the restructuring) in May 2017, the roles of the Chairman and the Chief Executive have been separated and performed by Mr. Lu Wing Chi and Mr. Lambert Lu respectively with effect from 15 May 2017.

 

Corporate Governance Code   Deviations and reasons
A.2.1 Non-executive directors should be appointed for a specific term, subject to re-election.   Except Mr. Lincoln Lu who was appointed as the Non-executive Director for a term of three years on 15 May 2017, each of the other Non-executive Directors (including INED) 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 will continuously review and recommend such proposal as appropriate in the circumstances of such deviation.
 
E.1.3 The issuer should arrange for the notice to shareholders to be sent for annual general meetings at least 20 clear business days before the meeting and to be sent at least 10 clear business days for all other general meetings.   Notice regarding the special general meeting of the Company in respect of the restructuring held on 4 May 2017 was sent to shareholders on 18 April 2017, nine clear business days before the meeting. This was because AGP needed to comply with rules and regulations of The London Stock Exchange plc. regarding the timing of ex-dividend and dividend record dates and the Company had to match with AGP’s timetable for the restructuring. The Board believes that this was a unique situation arising from this particular project timetable and is not likely to recur in future.



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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