Annual Report 2019

ANNUAL REPORT 2019 133 CORPORATE GOVERNANCE REPORT The composition of the Board reflects the necessary balance of skills and experience appropriate to the requirements of the business of the Group and to the exercising of independent judgement. All Directors bring a wide range of valuable business and financial expertise, experiences and professionalism to the Board for its effective functioning. Independent Non-executive Directors are invited to serve on the Audit, Remuneration and Nomination Committees of the Company. A.3 Chairman and Chief Executive Officer Code Provision A.2.1 stipulates that the roles of chairman and chief executive should be separate and should not be performed by the same individual. Currently, Tan Sri Dato’ David CHIU assumes the roles of both the Chairman and Chief Executive Officer of the Company. The Board believes that this structure provides the Group with strong and consistent leadership and allows for more effective and efficient business planning and decisions as well as execution of long-term business strategies. As such, it is beneficial to the business prospects of the Group. The Board also considers that the current structure of vesting the roles of Chairman and Chief Executive Officer in the same person will not impair the balance of power and authority between the Board and the management of the Company. A.4 Appointment, Re-Election and Removal of Directors The procedures and process of appointment, re-election and removal of Directors are laid down in the Articles. Each Director, including the Independent Non-executive Directors, is engaged for a term of 3 years, subject to renewal upon expiry of the term. They are also subject to re-election in accordance with the Articles. In accordance with clauses 106 and 107 of the Articles, Mr. Craig Grenfell WILLIAMS (Executive Director) and Mr. Kwong Siu LAM (Independent Non-executive Director) shall retire by rotation at the 2019 AGM; whereas according to clause 112 of the Articles, Ms. Wing Kwan Winnie CHIU and Mr. Lai Him Abraham SHEK, who were appointed by the Board as Executive Director and Independent Non- executive Director respectively on 3 June 2019, shall hold office until the 2019 AGM. All of the above retiring Directors, being eligible, will offer themselves for re-election at the 2019 AGM. In accordance with the second part of clause 115(B) of the Articles, a Director appointed as an Executive Chairman or as Managing Director or Joint Managing Director shall not while holding such office be subject to retirement by rotation or taken into account in determining the rotation retirement of Directors. In order to uphold good corporate governance practices, Mr. Cheong Thard HOONG, the Managing Director of the Company, voluntarily retires from his office and offers himself for re-election at the 2019 AGM notwithstanding that he is not required to do so by clause 115(B) of the Articles. The Board recommended the re-appointment of the above five retiring Directors standing for re- election at the 2019 AGM. The Company’s circular, sent together with this annual report, contains detailed information of the above five retiring Directors, as required by the Listing Rules.