The Company understands that shareholders' confidence and faith in the Company comes with good corporate governance, which is fundamental to enhancing shareholders' value and interests. The principles of the Company's corporate governance practices emphasise on an effective board, prudent internal and risk controls, transparency and quality disclosure, and, most importantly, accountability to shareholders.
BOARD OF DIRECTORS
The Board assumes the responsibility for leadership and control of the Group, and is collectively responsible for promoting the success of the Group.
The Board is also responsible for performing the corporate governance functions of the Company, including developing, reviewing and monitoring the Company's policies and practices on corporate governance, compliance with legal and regulatory requirements and the code applicable to employees and Directors; reviewing the Company's compliance with the Corporate Governance Code ("CG Code") set out in Appendix 14 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited ("Listing Rules") and disclosure in its Corporate Governance Report.
The Board consists of nine members of which three are Independent Non-executive Directors which constitutes more than one-third of the Board, bringing in a sufficient independent voice. The other members are two Executive Directors and four Non-executive Directors.
Subject to the Company's articles of association and The Companies Law of the Cayman Islands, the Company may in general meeting by ordinary resolution elect any person to be a director of the Company either to fill a casual vacancy on the Board, or as an addition to the existing Board. A shareholder may propose a person other than a director of the Company for election as a director at a general meeting.
To streamline its duties and uphold good corporate governance, the Board allocates certain of its executive and monitoring functions to three committees, namely the Audit Committee, the Remuneration Committee and the Nomination Committee.
Each of the committees has adopted clear written terms of reference setting out details of its authorities and duties and obligations on no less exacting terms than the CG Code to report its findings, decisions and recommendations to the Board.
Internal control is a process effected by an entity's board, management and other personnel to provide reasonable but not absolute assurance regarding the achievement of corporate objectives. The Group's internal control system is established to manage rather than eliminate all risks of failure, to safeguard shareholders' investment and assets from misappropriation, to maintain proper accounts and to ensure compliance with regulations towards the achievement of the Group's objectives.
The Board has the responsibility to ensure that sound and effective internal controls are maintained by the Group, while management is responsible for the establishment and implementation of internal controls.
The Board, mainly through the internal audit division of the Company, conducts regular reviews on the effectiveness of the Group's internal control system every year and will execute relevant enhancement and rectification processes accordingly.
Regarding the disclosure of inside information, the Company has a mechanism in place for monitoring its business development so that potential inside information can be promptly identified and escalated up for deciding whether an announcement should be made, as set out in the Company's Information Disclosure Policy, in order to ensure compliance with the continuous obligations under the Listing Rules and the statutory obligation to disclose inside information under the Securities and Future Ordinance.
A more detailed discussion of the Company's approach to Corporate Governance can be found in the Company's Corporate Governance Report set out in its latest Annual Report.
updated 6th September, 2016
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