Annual Report 2019

37 ANNUAL REPORT 2019 The Company has adopted a new share option scheme on 9 December 2011 in place of the previous share option scheme which was terminated on the same day, which serves as an incentive to attract, retain and motivate talented eligible staff, including the Directors. Details of the share option scheme are set out on pages 84 to 86 of the Report of the Directors. The emolument payable to Directors will depend on their respective contractual terms under employment contracts, if any, and as recommended by the Remuneration Committee. Details of the Directors’ remuneration are set out in note 10 to the consolidated financial statements. The major roles and functions of the Remuneration Committee are as follows: 1. to make recommendations to the Board on the Company’s policy and structure for all Directors’ and senior management’s remuneration and on the establishment of a formal and transparent procedure for developing remuneration policy; 2. either (i) to determine, with delegated responsibility, the remuneration packages of individual Executive Directors and senior management; or (ii) to make recommendations to the Board on the remuneration packages of individual Executive Directors and senior management. This should include benefits in kind, pension rights and compensation payments, including any compensation payable for loss or termination of their office or appointment. Factors which should be taken into consideration include but not limited to salaries paid by comparable companies, time commitment and responsibilities and employment conditions elsewhere in the Group; 3. to review and approve the management’s remuneration proposals with reference to the Board’s corporate goals and objectives; 4. to review and approve compensation payable to Executive Directors and senior management for any loss or termination of office or appointment to ensure that it is consistent with contractual terms and is otherwise fair and not excessive; 5. to review and approve compensation arrangements relating to dismissal or removal of directors for misconduct to ensure that they are consistent with contractual terms and are otherwise reasonable and appropriate; 6. to make recommendations to the Board on the remuneration of Non-executive Directors; 7. to ensure that no Director or any of his associates is involved in deciding his own remuneration; 8. to consult the Chairman and/or the Managing Director about their remuneration proposals for other Executive Directors. The Remuneration Committee should have access to independent professional advice if necessary; and 9. to consider other topics as defined by the Board. Pursuant to code provision B.1.5 of the Corporate Governance Code, the annual remuneration of the members of senior management (exclude Directors) by band for the year ended 31 December 2019 is set out in note 11 to the consolidated financial statements. ACCOUNTABILITY AND AUDIT The Directors are responsible for overseeing the preparation of accounts of each financial period, which should give a true and fair view of the state of affairs of the Group and of the results and cash flow for that period. In preparing the financial statements for the year ended 31 December 2019, the Directors have selected suitable accounting policies and have applied them consistently, adopted appropriate Hong Kong Financial Reporting Standards (“ HKFRSs ”) and Hong Kong Accounting Standards (“ HKASs ”) which are pertinent to its operations and relevant to the financial statements, made judgements and estimates that are prudent and reasonable, and have prepared the financial statements on the going concern basis. The statement of the auditor of the Company about the reporting responsibilities on the financial statements is set out in the Independent Auditor’s Report on pages 101 to 105.