Annual Report 2019

35 ANNUAL REPORT 2019 In respect of the appointment of Mr. Ge Lefu and Mr. Deng Renjie, the Board has taken into consideration, inter alia, their qualifications, management expertise and experience in relevant industries. NOMINATION COMMITTEE The Nomination Committee was established in March 2012. It comprises one Executive Director and four Independent Non- executive Directors (five Independent Non-executive Directors before 5 June 2019). Two meetings were held in 2019. The attendance of each member is set out as follows: Name of member Number of meetings attended in 2019 Attendance rate Kut Ying Hay (Chairman of the Nomination Committee) 2/2 100% Bai Jingtao 1/2 50% Lee Yip Wah Peter 2/2 100% Li Kwok Heem John (resigned on 5 June 2019) N/A N/A Li Ka Fai David 2/2 100% Bong Shu Ying Francis 2/2 100% During the year, the Nomination Committee has reviewed the structure, size and composition of the Board, assessed the independence of the Independent Non-executive Directors according to the independence requirements set out in Rule 3.13 of the Listing Rules and made recommendations to the Board on the appointment or re-appointment of Directors and succession planning for Directors after considering their qualifications, management expertise and experience in relevant industries. In addition, the Nomination Committee has made recommendation to the Board on 5 June 2019 on the appointment of Mr. Ge Lefu as Executive Director. A Board Diversity Policy was adopted in August 2013. In designing the Board’s composition, board diversity has been considered from a number of aspects, including but not limited to gender, age, cultural and educational background, ethnicity, professional experience, skills, knowledge and length of service. All Board appointments will be based on meritocracy, and candidates will be considered against objective criteria, having due regard for the benefits of diversity on the Board. The Nomination Committee developed measurable objectives to implement the Board Diversity Policy, where selection of candidates will be based on a range of diversity perspectives as set out above, and the ultimate decision will be based on merit and contribution that the selected candidates will bring to the Board. In light of the latest amendments made to the Corporate Governance Code (effective on 1 January 2019), the Board has further adopted a nomination policy (the “ Nomination Policy ”), on 17 December 2018. Nomination Criteria The Nomination Committee shall consider the following criteria in evaluating and selecting candidates for directorship: ‧ Character and integrity; ‧ Qualifications including professional qualifications, skills, knowledge and experience that are relevant to the Company’s business and corporate strategy; ‧ Willingness to devote adequate time to discharge duties as a member of the Board; ‧ Board Diversity Policy and any measurable objectives adopted for achieving diversity on the Board; ‧ Requirement for the Board to have independent non- executive directors in accordance with the listing rules and whether the candidates would be considered independent with reference to the independence guidelines set out in the Listing Rules; ‧ Such other perspectives appropriate to the Company’s business or as suggested by the Board.