Board of Directors

Highlights

Good governance starts at the top - the Board of Directors. The Company has a highly proactive Board, whose Directors are diligent in their guidance.The Board assumes responsibility for leadership and control of the Company and is collectively responsible for directing and supervising the Company's affairs.

 

Composition

 

The Board

The Board of Directors currently comprises eleven persons, with a balanced composition of four Executive Directors and seven Non-Executive Directors, four of whom are Independent Non-Executive Directors, so that a strong independent element is maintained on the Board and can effectively exercise impartial judgment. They are all highly qualified figures with a high standing in the community who bring to the Board a wealth of professional and related expertise. The Board has a balance of skills and experience appropriate for the requirements of the Company's business.

Each of our independent non-executive directors is required to sign an annual confirmation of his independence as set out in rule 3.13 of the Listing Rules and we consider that they are independent.

The Board has established a policy setting out the approach to achieve diversity on the Board (the “Board Diversity Policy”) with the aims of enhancing Board effectiveness and corporate governance as well as achieving our business objectives and sustainable development.

 

Chairman and Managing Director

A clear division of responsibilities is delineated between the Chairman and the Managing Director to ensure a proper balance of power and authority.

 

Chairman

The Chairman, Mr. Ronnie C. Chan, provides leadership for the Board, ensuring that the Board works effectively and discharges its responsibilities.

He is also responsible for ensuring that all key and appropriate issues are discussed by the Board in a timely manner, good corporate practices and procedures are established, appropriate steps are taken to provide effective communication with shareholders, and that the views of shareholders are communicated to the Board as a whole.

At least annually he holds meetings with the Non-Executives Directors (including the Independent Non-Executive Directors) without the Executive Directors being present.

 

Managing Director

The Managing Director, Mr. Philip N.L. Chen, is responsible for operating the Company's business and implementing policies and strategies adopted by the Board.

He is also in charge of day-to-day management in accordance with instructions issued by the Board, developing strategic operating plans that reflect the objectives and priorities established by the Board and maintaining their operational performance, and ensuring the adequacy of risk management, financial and internal control systems and the conduct of business in conformity with applicable laws and regulations.