Annual Report 2020

ANNUAL REPORT 2020 年度報告 15 CORPORATE GOVERNANCE REPORT 企業管治報告 董事會 （續） 獨立非執行董事 於截至二零二零年十二月三十一日止年度，董事會一直遵 守上市規則有關委任最少三名獨立非執行董事之規定，相 當於三分之一董事會成員，而其中一名獨立非執行董事須 擁有適當專業資格或會計或相關財務管理專長。 本公司已根據上市規則第 3.13 條所載之獨立性指引，從各 獨立非執行董事接獲有關彼等之獨立性之年度書面確認。 本公司認為全體獨立非執行董事均為獨立人士。 委任及重選董事 本公司之獨立非執行董事之特定委任年期約為兩年，並須 於現有期限屆滿後重續。 根據本公司之組織章程細則，於每屆股東周年大會上，當 時三分之一的董事（或倘若董事人數並非三的倍數，則為 最接近但不少於三分之一的人數）須輪值告退，惟各董事 須最少每三年輪值告退一次。本公司之組織章程細則規 定，就填補臨時空缺所委任之所有董事均須於獲委任後首 個股東大會上接受股東選舉。退任董事符合資格膺選連 任。 BOARD OF DIRECTORS (Continued) Independent Non-executive Directors During the year ended 31st December, 2020, the Board at all times met the requirements of the Listing Rules relating to the appointment of at least three Independent Non-executive Directors representing one-third of the Board with one of whom possessing appropriate professional qualifications or accounting or related financial management expertise. The Company has received written annual confirmation from each of the Independent Non-executive Directors in respect of his independence in accordance with the independence guidelines set out in Rule 3.13 of the Listing Rules. The Company considers all Independent Non-executive Directors are independent. Appointment and Re-election of Director The Independent Non-executive Directors of the Company are appointed for a specific term of around two years, subject to renewal after the expiry of the current term. Under the Articles of Association of the Company, at each annual general meeting, one-third of the Directors for the time being, or if their number is not a multiple of three, the number nearest to but not less than one-third shall retire from office by rotation provided that every Director shall be subject to retirement by rotation at least once every three years. The Company’s Articles of Association provides that all Directors appointed to fill a casual vacancy shall be subject to election by shareholders at the first general meeting after appointment. The retiring Directors shall be eligible for re-election.