Annual Report 2019

109 年報 ANNUAL REPORT 2019 REPORT OF THE DIRECTORS 董事會報告書 獲准許彌償條文 於年內，本公司已就其董事及高級管理人員因 實施或涉嫌過失行為（但不包括任何刑事、不 誠實或欺詐行為或疏忽）而面對的法律行動， 安排適當的董事及高級管理人員責任保險。 章程細則規定，每名董事、秘書或本公司其他 行政人員或核數師就作為董事、秘書或本公司 其他行政人員或核數師於任何民事或刑事法 律程序中關於與其作為董事、秘書或本公司其 他行政人員或核數師作出或遺漏作出之行為， 而彼在判決中就有關作出或遺漏作出之行為 之責任或就本公司代名人收購股份而應付款 項之責任獲勝訴、獲裁定無罪或獲法院免除法 律責任時所產生之任何責任、損失或開支，可 從本公司資產中獲得彌償。 基於董事利益的獲准許彌償條文根據公司條 例第 470 條的規定於董事編製之董事會報告書 根據公司條例第 391(1)(a) 條獲通過時生效。 關連人士交易 本集團與根據適用會計準則被視為「關連人 士」之人士訂立若干交易。此等交易主要涉及 本集團於一般及日常業務過程中按一般商務 條款經公平原則磋商而訂立之合約及本公司 已遵守上市規則的適用規定。進一步詳情載列 於財務報告附註 37 。於本年度本集團已進行 一項關連交易，詳細展述如下。 PERMITTED INDEMNITY PROVISION The Company has arranged appropriate Directors’ and officers’ liability insurance coverage in respect of legal actions brought for committed or alleged wrongful acts against the Directors and officers of the Group throughout the year, but exclude any criminal, dishonest or fraudulent acts or omission. The Articles provide that every Director, secretary or other officer or auditor of the Company shall be indemnified out of the assets of the Company against any liability, loss or expenditure incurred by him in defending any proceedings, whether civil or criminal, which relate to anything done or omitted to be done by him as Director, secretary, officer or auditor of the Company and in which judgment is given in his favour or in which he is acquitted, or incurred in connection with any application in which relief is granted to him by the court from liability in respect of any such act or omission or from liability to pay any amount in respect of shares acquired by a nominee of the Company. The permitted indemnity provision is in force for the benefit of the Directors as required by Section 470 of the Companies Ordinance when the report of the directors prepared by the Directors is approved in accordance with Section 391(1)(a) of the Companies Ordinance. RELATED PARTY TRANSACTIONS The Group entered into certain transactions with parties regarded as “Related Parties” under applicable accounting standard. These transactions mainly relate to contracts entered into by the Group in the ordinary and usual course of business which were negotiated on normal commercial terms and on an arm’s length basis and the Company has complied with the applicable requirements under the Listing Rules. Further details are set out in note 37 to the financial statements. The Group has carried out a connected transaction during the year, details are illustrated below.