Corporate Governance

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Board of Directors

(Extracted from the Corporate Governance Report contained in the Company's 2015/16 Annual Report dated 8 September 2016)

Board Composition

The Board currently has 18 Directors comprising eight Executive Directors, three Non-Executive Directors and seven Independent Non-Executive Directors.

The changes to the composition of the Board during the year ended 30 June 2016 were as follows:

  • Mr. Chan Kwok-wai, Patrick retired as an Executive Director of the Company by rotation at the annual general meeting of the Company held on 12 November 2015. He also resigned as the Chief Financial Officer of the Company with effect from 1 January 2016;
  • Mr. Wong Yick-kam, Michael resigned as a Non-Executive Director of the Company with effect from 13 November 2015; and
  • Mr. Kwok Kai-wang, Christopher was appointed as an Executive Director of the Company with effect from 26 April 2016.

An updated list of Directors identifying their roles and functions (the “Directors List”) is maintained on the websites of the Company and Hong Kong Exchanges and Clearing Limited (“HKEx”). Independent Non-Executive Directors are identified as such in the Directors List and all other corporate communications containing the names of the Directors.

Mr. Kwok Ping-luen, Raymond is a nephew of Mr. Kwong Chun and an uncle of Mr. Kwok Kai-fai, Adam. He is also the father of Mr. Kwok Kai-wang, Christopher and Mr. Kwok Ho-lai, Edward. Mr. Kwok Kai-wang, Christopher is a cousin of Mr. Kwok Kai-fai, Adam and the younger brother of Mr. Kwok Ho-lai, Edward. In addition, Sir Po-shing Woo is the father of Mr. Woo Ka-biu, Jackson. Save as disclosed above, there are no family or other material relationships among the members of the Board.

Board Diversity

Prior to the implementation of the code provision in the Code on board diversity in September 2013, the Company adopted a board diversity policy (the “Diversity Policy”) setting out the approach to achieve diversity on the Board members in June 2013. The Company is committed to equality of opportunity and does not discriminate on the grounds of race, gender, age, disability, nationality or any other factors. It also recognizes and embraces the benefits of diversity in Board members. The Company sees diversity as a wide concept and believes that diversity of Board members can be achieved through consideration of a number of factors, including but not limited to background, age, gender, culture, industry experience, skills and knowledge, educational background and other qualities. The Company takes into account these factors based on its own business model and specific needs from time to time as well as the availability of suitable candidates in the market. The Nomination Committee monitors the implementation of the Diversity Policy and reviews the same as appropriate.

The members of the Board come from a variety of different backgrounds and have a diverse range of business, financial services and professional expertise. The Company requests the Directors to disclose annually to the Company the number and nature of offices held in public companies or organizations and other significant commitments with an indication of the time involved.

The Board believes that the balance between Executive and Non-Executive Directors (including the Independent Non-Executive Directors) is reasonable and adequate to provide sufficient checks and balances that safeguard the interests of shareholders and the Group. Non-Executive Directors and Independent Non-Executive Directors provide the Group with diversified expertise and experience. Their views and participation in Board and committee meetings bring independent judgment and advice on issues relating to the Group’s strategies, performance, conflicts of interest and management process, to ensure that the interests of shareholders are taken into account.

The Company currently has seven Independent Non-Executive Directors, representing more than one-third of the Board, and at least one of them has appropriate professional qualifications or accounting or related financial management expertise. The Company has received from all Independent Non-Executive Directors their confirmation of independence pursuant to the independence guidelines set out in Rule 3.13 of the Listing Rules (the “Independence Guidelines”) and considers that they are independent.

Mr. Yip Dicky Peter and Professor Wong Yue-chim, Richard, both being Independent Non-Executive Directors, have served the Company for more than nine years, and will retire and being eligible, have offered themselves for re-election at the forthcoming annual general meeting of the Company (the “AGM”). The Nomination Committee considered that their long service will not affect their exercise of independent judgment and was satisfied that each of them has the required integrity and experience to continue fulfilling the role of an Independent Non-Executive Director. Taking into consideration the above and the confirmations on the Independence Guidelines made by Mr. Yip Dicky Peter and Professor Wong Yue-chim, Richard, the Board is of the view that both Mr. Yip Dicky Peter and Professor Wong Yue-chim, Richard remain independent notwithstanding the length of their service and should be re-elected at the forthcoming AGM. In accordance with the Code, the re-election of Mr. Yip Dicky Peter and Professor Wong Yue-chim, Richard will be subject to separate resolutions to be approved at the forthcoming AGM.

Board Meetings

The Board meets at least four times a year, and a tentative schedule for regular Board meetings for each year is provided to the Directors prior to the beginning of each calendar year. In addition, at least 14 days’ notice of all regular Board meetings together with the meeting agenda is given to all Directors such that all Directors are given the opportunity to include matters for discussion in the agenda. Meeting agenda and accompanying meeting papers are sent to all relevant Directors at least three days in advance of every regular Board meeting and committee meeting. Directors may participate in meetings in person, by phone or by other communication means. Between regularly scheduled Board meetings, Directors may approve various matters by way of passing written resolutions. Additional Board meetings may be convened, if necessary.

The Company Secretary assists the Chairman in preparing the agenda for the Board meetings and ensures that all applicable rules and regulations regarding the proceedings of the Board meetings are followed. Draft and final versions of minutes of each Board meeting are sent to all Directors for their comments and records respectively within a reasonable time. The Company also keeps detailed minutes of each Board meeting, which are available to all Directors for inspection.

All Directors give sufficient time and attention to the affairs of the Group. During the year ended 30 June 2016, the Board discussed the overall strategies of the Group, monitored the financial and operational performance, and approved the annual and interim results of the Group. It approved the change of name of the Audit Committee to the Audit and Risk Management Committee, the amendments to its terms of reference, and the change of its members. It also approved the appointment of an Executive Director and a new member of the Executive Committee, the proposal on the adoption of new articles of association of the Company (the “Articles of Association”), and other significant matters, including the publication of announcements with respect to an issuance of debt instruments by a wholly-owned subsidiary, the retirement of an Executive Director and the resignation of a Non-Executive Director.

The Board held four regular meetings during the year under review, and the attendance records of the Directors at the Board meetings are set out below:

 Directors Meetings attended / held
Executive Directors  
Kwok Ping-luen, Raymond  4/4
Wong Chik-wing, Mike  4/4
Lui Ting, Victor  4/4
Kwok Kai-fai, Adam  4/4
Kwok Kai-wang, Christopher
 (appointed with effect from 24 April 2016)
 1/1
Kwong Chun  4/4
Tung Chi-ho, Eric  4/4
Fung Yuk-lun, Allen  4/4
Chan Kwok-wai, Patrick
 (retired with effect from 12 November 2015)
 2/2
   
Non-Executive Directors  
Lee Shau-kee  3/4
Woo Po-shing 3/4
Kwan Cheuk-yin, William  4/4
Wong Yick-kam, Michael
 (retired with effect from 13 November 2015)
 1/2
   
Independent Non-Executive Directors  
Yip Dicky Peter  4/4
Wong Yue-chim, Richard  4/4
Li Ka-cheung, Eric  2/4
Fung Kwok-lun, William  3/4
Leung Nai-pang, Norman  4/4
Leung Kui-king, Donald  4/4
Leung Ko May-yee, Margaret  3/4
# attended by his Alternate Director, Mr. Woo Ka-biu, Jackson

Directors have access to relevant and timely information, and they can ask for further information or retain independent professional advisors if necessary. They also have access to the advice and services of the Company Secretary, who is responsible for providing Directors with Board papers and related materials and ensuring that Board procedures are followed. Directors are given sufficient time for discussion at the Board meetings. Management is invited to join the Board meetings, where appropriate, to provide information to the Directors to enable the Board to make informed decisions. Where queries are raised by Directors, prompt and full responses will be given if possible.

Directors are required to declare their interests (if any) in the matters to be considered at the Board meetings in accordance with the Articles of Association. Should a potential conflict of interest involving a substantial shareholder or a Director arise, the matter will be discussed in a physical meeting, as opposed to being dealt with by written resolution. Independent Non-Executive Directors with no conflict of interest will be present at meetings dealing with such conflict issues.

The Company has arranged appropriate directors and officers liability insurance in respect of legal action against Directors. In addition, each Director or other officer of the Company shall be entitled to be indemnified out of the assets of the Company against all losses or liabilities which he or she may sustain or incur in or about the execution of the duties of his or her office or otherwise in relation thereto in accordance with the Articles of Association.

Chairman

Mr. Kwok Ping-luen, Raymond is the Chairman and Managing Director of the Company. This is at variance with code provision A.2.1 of the Code, which provides that the roles of chairman and chief executive should be separate and should not be performed by the same individual.

Although the positions of Chairman and Managing Director are not separate, the powers and authorities have not been concentrated as all major decisions have been made in consultation with members of the Board and appropriate Board committees, as well as top management. In addition, there are three Non-Executive Directors and seven Independent Non-Executive Directors on the Board offering their experience, expertise, independent advice and views from different perspectives. The Board is therefore of the view that there are adequate balance of power and safeguards in place.

The Chairman is primarily responsible for leading the Board and ensuring that it functions effectively and smoothly. Directors are encouraged to participate actively in all Board and committee meetings of which they are members.

During the year ended 30 June 2016, the Chairman held a meeting with the Non-Executive Directors (including Independent Non-Executive Directors) without the presence of the Executive Directors.

Training and Support for Directors

Directors must keep abreast of their collective responsibilities. Each newly appointed Director or Alternate Director would receive an induction package, which contains an overview of the Group’s businesses and the applicable statutory and regulatory obligations of a director of a listed company.

The Group also provides briefings and other training to develop and refresh the Directors’ knowledge and skills. The Group continuously updates Directors on the latest developments regarding the Listing Rules and other applicable legal and regulatory requirements to ensure compliance and enhance their awareness of good corporate governance practices. Circulars or guidance notes are also issued to Directors and senior executives where appropriate to keep them abreast of any latest changes in applicable legal and regulatory requirements and corporate governance practices.

Reading materials regarding the new Competition Ordinance and the new Contracts (Rights of Third Parties) Ordinance were provided to the Directors and the Executive Directors respectively in December 2015. The Company has also provided a briefing on the directors’ duties and responsibilities to the newly appointed Executive Director.

During the year ended 30 June 2016, the Directors also participated in the following trainings:

 Directors Types of training
Executive Directors  
Kwok Ping-luen, Raymond A,B,C
Wong Chik-wing, Mike A,B,C
Lui Ting, Victor A,B,C
Kwok Kai-fai, Adam  A,C
Kwok Kai-wang, Christopher
 (appointed with effect from 26 April 2016)
 A,C
Kwong Chun   C
Tung Chi-ho, Eric   C
Fung Yuk-lun, Allen  A,C
Kwok Ho-lai, Edward
 (Alternate Director to Kwok Ping-luen, Raymond)
 A,C
   
Non-Executive Directors  
Lee Shau-kee  A,C
Woo Po-shing   C
Kwan Cheuk-yin, William   C
Woo Ka-biu, Jackson
 (Alternate Director to Woo Po-shing)
 A,C
   
Independent Non-Executive Directors  
Yip Dicky Peter  A,C
Wong Yue-chim, Richard  A,C
Li Ka-cheung, Eric  A,C
Fung Kwok-lun, William A,B,C
Leung Nai-pang, Norman   C
Leung Kui-king, Donald  A,C
Leung Ko May-yee, Margaret A,B,C
A: attending seminars and/or conferences and/or forums and/or briefings
B: giving talks at seminars and/or conferences and/or forums
C: reading newspapers and journals on various topics, including corporate governance matters and directors’ duties and responsibilities

Compliance with Model Code

The Company follows the Model Code for Securities Transactions by Directors of Listed Issuers in Appendix 10 to the Listing Rules (the “Model Code”) as the codes of conduct for the Directors and the relevant employees, who are likely to possess inside information of the Group (the “Relevant Employees”), in their dealings in the Company’s securities.

Before the Group’s interim and annual results are announced, notifications are sent to the Directors and the Relevant Employees to remind them not to deal in the securities of the Company during the blackout periods. In response to specific enquiry by the Company, all Directors confirmed that they have complied with the Model Code during the year ended 30 June 2016.

In addition, the Company has a policy on inside information in place setting out the principles and procedures for handling and disclosing inside information of the Group in compliance with the requirements under Part XIVA of the Securities and Futures Ordinance and the Listing Rules, and such policy has been communicated to the relevant senior executives of the Group.

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