Annual Report 2020

056 Corporate Governance Report Annual Report 2020 Miramar Hotel and Investment Company, Limited In accordance with Articles 77, 78 and 79 of the Articles of Association, Mr Dominic Cheng Ka On, Dr Timpson Chung Shui Ming, Dr Patrick Fung Yuk Bun, Mr Norman Ho Hau Chong and Dr Colin Lam Ko Yin shall retire by rotation at the forthcoming 2021 Annual General Meeting and, being eligible, have offered themselves for re-election. The Nomination Committee has considered each of them based on merit and having regard to their experience, skills and expertise (as shown in Biographical Details of Directors) as well as the company’s board diversity policy and nomination policy, recommended to the Board that each of them are eligible for re-election. The Board has received from each of the independent non-executive directors an annual confirmation of independence pursuant to Rule 3.13 of the Listing Rules. The Board considers that all the independent non-executive directors are independent. Notwithstanding Mr Howard Yeung Ping Leung and Mr Thomas Liang Cheung Biu have been non-executive directors of the Company prior to their re-designation as independent non-executive directors on 6 December 2012, and Mr Alexander Au Siu Kee has been non- executive directors of the Company prior to his re-designation as independent non-executive directors on 1 December 2020, the Board is of the view that they are independent since they did not take part in the day-to-day management or perform any management role or executive function of the Company or any of its subsidiaries. Though Mr Alexander Au Siu Kee has the following non-executive directorships with the following core connected persons of the Company which may be regarded as falling within the factors affecting independence as specified in Rule 3.13(7) of the Listing Rules: (a) Mr Au is a non-executive director of Hong Kong Ferry (Holdings) Company Limited (“HK Ferry”) which involves no executive or management functions and he does not have any involvement in the management or executive function of HK Ferry. The Board considers that such non-executive directorship would not have any bearings on his independence. (b) Mr Au is currently the chairman and non-executive director of Henderson Sunlight Asset Management Limited (“HSAM”). Mr Au has not taken part in the day-to-day management of HSAM and has had no executive role. The Board considers that as Mr Au only plays a non-executive role in HSAM, such non-executive role has no bearings on his independence. Even though Dr Timpson Chung Shui Ming has been serving as director of the Company for more than 9 years, he has been able to provide objective and independent views to the Company during his tenure of office. The Nomination Committee were of the view that the long service of Dr Chung would not affect his exercise of independent judgement and, with his long-tenured directorship, he is able to provide invaluable experience, continuity, and stability to the Board, as well as a historical perspective that is indispensable in determining the Company’s strategy. The Board, through the assessment and recommendation by the Nomination Committee, is satisfied that Dr Chung possesses the required character, integrity and experience to fulfill the role of an independent non-executive director and considers Dr Chung as independent for the purpose of acting as an independent non-executive director of the Company. The Board has noted that Dr Timpson Chung Shui Ming an independent non-executive Director subject to re-election at the Annual General Meeting, is currently an independent non-executive director of 8 listed companies (including the Company). Dr Chung has disclosed to the Company the nature and time commitment of offices held by himself in public companies or organizations and other significant commitments for the year 2020. The Board considers Dr Chung devotes sufficient time to the Board through his regular attendance and active participation at Board and Board committee meetings. Dr Chung is a fellow member of Hong Kong Institute of Certified Public Accountants with many years of experience in professional accounting and corporate finance. Dr Chung continues demonstrating a firm commitment to his role in the Board by giving objective views and impartial advice as well as exercising independent judgment.