(Extracted from the Corporate Governance Report contained in the Company's 2015/16 Annual Report dated 8 September 2016)
The Board established a shareholders’ communication policy setting out the principles of the Company in relation to shareholders’ communications, with the objective of ensuring that its communications with the shareholders are timely, transparent, accurate and open. Information would be communicated to the shareholders mainly through the Company’s corporate communications (such as interim and annual reports, announcements and circulars) and AGMs, as well as disclosure on the website of the Company.
Interim reports, annual reports and circulars are sent to the shareholders in a timely manner and are also available on the websites of the Company and HKEx. The Company’s website provides shareholders with the corporate information, such as principal business activities and major property projects, the development of corporate governance and the corporate social responsibilities of the Group. For efficient communication with shareholders and in the interest of environmental protection, arrangements are made to allow shareholders to elect to receive corporate communications of the Company by electronic means through the Company’s website. Text-only versions of the interim reports and annual reports are also available on the websites of the Company and HKEx, which are easier and quicker for downloading by the shareholders.
Shareholders are provided with contact details of the Company, such as telephone hotline, fax number, email address and postal address, in order to enable them to make any queries that they may have with respect to the Company. They can also send their enquiries to the Board through these means. In addition, shareholders can contact the share registrar of the Company if they have any enquiries about their shareholdings and entitlements to dividend.
The Company is committed to protecting the privacy right on all personal data collected from shareholders. When collecting personal data from the shareholders, the Company will specify in the relevant documents the purpose of collection and the use of personal data etc. Contact details are also provided to the shareholders for accessing and correcting their personal data.
The AGM allows the Directors to meet and communicate with shareholders. The Company ensures that shareholders’ views are communicated to the Board. The chairman of the AGM proposes separate resolutions for each substantially separate matter to be considered. Members of the Audit and Risk Management, Remuneration and Nomination Committees and the external auditor also attend the AGM to answer questions from shareholders. Simultaneous interpretation is provided to facilitate smooth and direct communication between shareholders and Directors.
AGM proceedings are reviewed from time to time to ensure that the Company follows good corporate governance practices. The notice of AGM is distributed to all shareholders at least 20 clear business days prior to the AGM and the accompanying circular also sets out details of each proposed resolution and other relevant information as required under the Listing Rules. The chairman of the AGM exercises his power under the Articles of Association to put each proposed resolution to the vote by way of a poll. The procedures for demanding and conducting a poll are explained at the meeting prior to the polls being taken and the share registrar of the Company acts as the scrutineer for the vote-taking at the meeting. Voting results are posted on the websites of the Company and the HKEx on the day of the AGM.
The 2015 AGM was held on 12 November 2015 at the Company’s headquarters to transact businesses, including the adoption of audited consolidated financial statements, the approval of final dividend, the re-election of Directors, the re-appointment of auditor, the renewal of general mandates with respect to the buy-back of shares and issue of shares, and the adoption of new Articles of Association. There was a strong participation by the shareholders at the 2015 AGM where the Directors answered various questions relating to the Company raised by the shareholders.
The attendance records of the Directors at the 2015 AGM are set out below:
|Kwok Ping-luen, Raymond||✓|
|Wong Chik-wing, Mike||✓|
|Lui Ting, Victor||✓|
|Kwok Kai-fai, Adam||✓|
|Tung Chi-ho, Eric||✓|
|Fung Yuk-lun, Allen||✓|
|Chan Kwok-wai, Patrick
(retired with effect from 12 November 2015)
|Kwan Cheuk-yin, William||✓|
|Wong Yick-kam, Michael
(resigned with effect from 13 November 2015)
|Independent Non-Executive Directors|
|Yip Dicky Peter||✓|
|Wong Yue-chim, Richard||✓|
|Li Ka-cheung, Eric||✓|
|Fung Kwok-lun, William||X|
|Leung Nai-pang, Norman||✓|
|Leung Kui-king, Donald||✓|
|Leung Ko May-yee, Margaret||X|
Shareholder(s) holding at least 5% of the total voting rights of all the shareholders of the Company having a right to vote at general meetings can send a request to the Company to convene a general meeting pursuant to Section 566 of the Companies Ordinance. The request must state the general nature of the business to be dealt with at the meeting and may include the text of a resolution that may properly be moved and is intended to be moved at the meeting. The request must be authenticated by the relevant shareholder(s) and sent to the Company in hard copy form or in electronic form.
Besides, Section 615 of the Companies Ordinance provides that (i) shareholder(s) representing at least 2.5% of the total voting rights of all shareholders of the Company who have a right to vote on the resolution at the AGM or (ii) at least 50 shareholders who have a right to vote on the resolution at the AGM may request the Company to circulate a notice of a resolution for consideration at the AGM. Such request must identify the resolution to be moved at the AGM and must be authenticated by the relevant shareholder(s) and sent to the Company in hard copy form or in electronic form not later than six weeks before the relevant AGM or if later, the time when the notice of the AGM is despatched.
The latest version of the Articles of Association, which was adopted by special resolution passed by the shareholders of the Company at the AGM held on 12 November 2015 for alignment with the Companies Ordinance, is available on the websites of the Company and HKEx.