Annual Report 2019

FAR EAST CONSORTIUM INTERNATIONAL LIMITED 136 CORPORATE GOVERNANCE REPORT A.8 Corporate Governance Functions The Board is responsible for performing the corporate governance functions set out in the Code Provision D.3.1 of the CG Code. During the Year under review, the Board has performed such corporate governance functions as follows: (i) reviewed and developed the Company’s corporate governance policies and practices in response to the implementation of the CG Code, (ii) reviewed and monitored the training and continuous professional development of Directors and senior management, (iii) reviewed and monitored the Company’s policies and practices on compliance with legal and regulatory requirements, (iv) reviewed and monitored the compliance of the Model Code, and (v) reviewed the Company’s compliance with the CG Code and disclosure in the Corporate Governance Report. B. BOARD COMMITTEES The Board has established 4 Board committees, namely, the Executive Committee, the Audit Committee, the Remuneration Committee and the Nomination Committee, for overseeing particular aspects of the Company’s affairs. All Board committees have been established with defined written terms of reference which are available on the Stock Exchange’s website (www.hkexnews.hk ) and on the Company’s website (except for the written terms of reference of the Executive Committee). All the Board committees should report to the Board on their decisions or recommendations made. The practices, procedures and arrangements in conducting meetings of the Board Committees follow in line with, so far as applicable, those of the Board meetings set out above. All Board Committees are provided with sufficient resources to discharge their duties and, upon reasonable request, are able to seek independent professional advice in appropriate circumstances at the Company’s expenses. B.1 Executive Committee The Executive Committee currently comprises a total of 6 members, namely, Tan Sri Dato’ David CHIU, Mr. Cheong Thard HOONG, Mr. Dennis CHIU, Mr. Craig Grenfell WILLIAMS, Ms. Wing Kwan Winnie CHIU and Mr. Ka Pong CHAN. The Executive Committee operates as a general management committee under the direct authority of the Board to increase the efficiency for the business decision. It monitors the execution of the Company’s strategic plans and operations of all business units of the Company and discusses and makes decisions on matters relating to the management and day-to-day operations of the Company. B.2 Audit Committee The Audit Committee currently comprises a total of 3 members, being the 3 Independent Non-executive Directors, namely Mr. Kwok Wai CHAN, Mr. Kwong Siu LAM and Mr. Lai Him Abraham SHEK. The chairman of the Audit Committee is Mr. Kwok Wai CHAN who possesses the appropriate professional qualifications and accounting and related financial management expertise as required under Rule 3.10(2) of the Listing Rules. None of the members of the Audit Committee is a former partner of the Company’s existing external auditor. The Company was not in compliance with the requirements of the Rule 3.21 of the Listing Rules and the relevant terms of reference of Audit Committee following the passing away of Mr. Peter Man Kong WONG on 11 March 2019 as the Audit Committee must comprise a minimum of 3 members, as disclosed in the announcement of the Company dated 12 March 2019, until the appointment of Mr. Lai Him Abraham SHEK as an Independent Non-executive Director and a member of the Audit Committee with effect from 3 June 2019.