ANNUAL%20REPORT%202015%20eng

Corporate Governance Report
Independent Non-Executive Directors
For the year ended 31 December 2015, the Board at all times met the requirements of the Listing Rules relating
to the appointment of at least three independent non-executive Directors which represented at least one-third of
the Board with one of them possessing appropriate professional qualifications or accounting or related financial
management expertise.
The Company has received written annual confirmation from each of the independent non-executive Directors in
respect of his independence in accordance with the independence guidelines set out in Rule 3.13 of the Listing
Rules. The Company is of the view that all independent non-executive Directors are independent.
Non-Executive Directors and Directors’ Re-election
Code provision A.4.1 of the CG Code stipulates that non-executive Directors shall be appointed for a specific
term, subject to re-election, whereas code provision A.4.2 states that all directors appointed to fill a casual
vacancy shall be subject to election by shareholders at the first general meeting after appointment and that every
director, including those appointed for a specific term, shall be subject to retirement by rotation at least once
every three years.
Each of the non-executive Directors and independent non-executive Directors is appointed for a specific term of
two years.
Pursuant to the Articles of Association of the Company (the “Articles”), all Directors of the Company are subject
to retirement by rotation once every three years and any new director appointed to fill a casual vacancy or as an
addition to the Board shall submit himself/herself for re-election by shareholders at the first general meeting or
next AGM after appointment as the case may be.
Responsibilities, Accountabilities and Contributions of the Board and Management
The Board is responsible for the overall management of the Company’s business. The Board provides leadership
and control of the Company and is collectively responsible for promoting the success of the Company by directing
and supervising its affairs. All Directors make decisions objectively in the interests of the Company.
The Board reserves for its decision all major matters of the Company, including the approval and monitoring
of all policy matters, overall strategies and budgets, internal control and risk management systems, material
transactions (in particular those that may involve a conflict of interest), financial information, appointment of
directors and other significant financial and operational matters.
The day-to-day management, administration and operation of the Company are delegated to the Chief Executive
Officer and the senior management. The delegated functions and work tasks are periodically reviewed. Approval
has to be obtained from the Board prior to any significant transactions entered into by the abovementioned
officers.
All Directors, including non-executive Directors and independent non-executive Directors, have brought a wide
spectrum of valuable business experience, knowledge and professionalism to the Board for its efficient and
effective functioning.
All Directors have full and timely access to all relevant information of the Company. The Directors may seek
independent professional advice under appropriate circumstances at the Company’s expense, upon making
request to the Board, for discharging their duties to the Company.
The Directors shall disclose to the Company details of other offices held by them and the Board regularly reviews
the contribution required from each director to perform his responsibilities to the Company.
Annual Report 2015
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