Annual Report 2021

39 ANNUAL REPORT 2021 Pursuant to the Articles of Association, Mr. Deng Renjie, Mr. Lee Yip Wah Peter, Mr. Kut Ying Hay and Mr. Bong Shu Ying Francis shall retire from office by rotation at the upcoming annual general meeting and shall be eligible and offer themselves for re-election. Mr. Wang Xiufeng, Mr. Deng Weidong and Mr. Yim Kong shall hold office until the next following general meeting of the Company and shall be eligible and offer themselves for re-election. The Nomination Committee, in considering the re-election of these Directors, has considered and taken into account the objectives set out in the Board Diversity Policy and the Nomination Policy. The major roles and functions of the Nomination Committee are as follows: 1. to review the structure, size and composition (including the skills, knowledge and experience) of the Board at least annually and make recommendations on any proposed changes to the Board to complement the Company’s corporate strategy; 2. to identify individuals suitably qualified to become Board members and select or make recommendations to the Board on the selection of individuals nominated for directorships; 3. to assess the independence of Independent Non- executive Directors; 4. to make recommendations to the Board on the appointment or re-appointment of Directors and succession planning for Directors, in particular the Chairman and the Chief Executive; and 5. to consider other topics as defined by the Board. REMUNERATION COMMITTEE The Remuneration Committee was established in January 2005. It comprises one Executive Director and four Independent Non-executive Directors. One meeting was held in 2021. The attendance of each member is set out as follows: Name of member Number of meetings attended in 2021 Attendance rate Li Ka Fai David (Chairman of the Remuneration Committee) 1/1 100% Wang Xiufeng (appointed on 26 August 2021) 1/1 100% Bai Jingtao (resigned on 26 August 2021) N/A N/A Kut Ying Hay 1/1 100% Lee Yip Wah Peter 1/1 100% Bong Shu Ying Francis 1/1 100% During the year, the Remuneration Committee has reviewed and recommended for approval by the Board the remuneration of the Directors and senior management with reference to the nature of their work, complexity of the responsibilities and performance. No Director took part in any discussion about his own remuneration. 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 59 to 60 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 9 to the consolidated financial statements.