Corporate Governance

Corporate Governance Code

Preamble

Maintaining a high standard of corporate governance to safeguard shareholders' interests is the Company's governing policy, and the Board plays an important role in fulfilling this objective. It is therefore responsible for establishing measures to monitor and control operational and financial performance, so as to achieve the Company's strategic objectives.

Governance Code

The Board

  1. The Board will, as required by the Company's business and policies, periodically review the composition and size of the Board, the diversity of skills and experience required of the executive and non-executive Directors on the Board, and the complementarity and characteristics of its composition. The Company has established a Board committee — the Nomination Committee (comprising mainly independent Directors) — to assist the Board in discharging this responsibility.
  2. The Board shall ensure that the number of its executive and non-executive Director members achieves a reasonable balance.
  3. All Directors are appointed and shall retire by rotation at general meetings on a regular basis and be subject to re-election by shareholders.

Independence of Directors

  1. The Board believes that the independence of Directors is a matter of personal judgement and conscience; however, to be independent, non-executive Directors should avoid involvement in any business or other relationships that could affect their exercise of independent judgement. The independence of Directors will be confirmed in the Company's annual report and other communications with shareholders.

Remuneration of the Board

  1. The salaries and benefits of executive Directors (including the Chairman) are determined by the Remuneration Committee, the majority of whose members are Independent Non-executive Directors. The remuneration of executive and non-executive Directors will be reviewed periodically with reference to the Company's performance, related shareholder returns and the remuneration standards of comparable companies, and independent external advisers will be engaged from time to time as needed.

Corporate Governance Board Committees

  1. All Directors are responsible for continuously improving corporate governance standards. To this end, the Board has established and maintains three corporate governance committees, comprising mainly non-executive Directors appointed by the Board. In accordance with its terms of reference, the Remuneration Committee is responsible for determining the remuneration and other benefits of the Chairman of the Board and executive Directors. The Audit Committee is responsible for reviewing the Company's financial accounts and systems, and overseeing internal controls and regulatory compliance. The Nomination Committee makes recommendations and proposals regarding the composition of the Board and the calibre of its members.

Seeking Independent Professional Advice

  1. Directors (including Directors serving on Board committees) may seek independent professional advice in accordance with the Company's established procedures, at the Company's expense.

Powers, Delegation and Discretion of the Board

  1. The Board has established the matters reserved for its own decision and the other matters delegated to management for handling.

Each Board committee has written terms of reference. Board committees shall report regularly to all Directors on the progress of their work.