Annual Report 2020

CORPORATE GOVERNANCE REPORT 企業管治報告 49 2020 ANNUAL REPORT 年報 董事於接受委任時及有任何變動已適時向本公 司披露其於公眾公司或組織擔任職位的數目及 性質以及其他重大承擔，和擔任該等公眾公司 或組織所涉及的時間。特別是，林耀堅先生持 有超過七間上市公司的董事職位。然而，董事 會認為他仍可投入足夠時間擔任獨立非執行董 事，其依據是 (i) 彼已確認其能夠及將投入足夠 的時間履行其作為獨立非執行董事的職責和責 任； (ii) 彼並不專注於任何全職工作，而彼作為 其他上市公司的獨立非執行董事的目前承諾不 會要求其全職參與，並且彼不會參與該等上市 公司的日常營運； (iii) 憑藉彼豐富的經驗和知 識，尤其是根據其背景和過去的經驗中獲得和 發展的企業管治（包括彼在其他上市公司的董 事職位），彼完全了解獨立非執行董事的職責 和預期的工作時間；及 (iv) 彼已展示出有足夠 的時間透過參加彼持有董事職位之上市公司在 最近一個財政年度的董事會會議和董事委員會 會議來履行對該等上市公司各自應負的職責， 如該等上市公司最新發布的年度報告中所述。 董事長及董事總經理 於本年度回顧，董事長兼董事總經理之角色自 二零一八年一月三十一日起一併由蘇凡荣先 生擔任，因此偏離守則之守則條文 A.2.1 條。此 偏離被視為恰當，原因是考慮到蘇先生在各方 面，特別是管理鋼鐵行業及銷售方面擁有的豐 富知識和經驗，董事會認為目前的安排仍可使 本公司能夠及時制定決策以實現本公司目標。 有關此偏離的進一步細節已在第 42 頁上述標 題「 董事會 」中列出。 Directors have disclosed to the Company at the time of his appointment and in a timely manner for any change, the number and nature of offices held in public companies or organisations and other significant commitments and the time involvement in those public companies or organisations. In particular, Mr. Lam Yiu Kin holds more than seven listed company directorships. The Board, however, still believes that he is able to devote sufficient time to act as an independent non-executive Director on the basis that (i) he has confirmed he is able to and will devote sufficient time to discharge his duties and responsibilities as an independent non-executive Director; (ii) he is not preoccupied with any full-time work and none of his current commitments as an independent non- executive director of the other listed companies would require his full-time involvement and he does not participate in the day-to-day operations of those listed companies; (iii) with his extensive experience and knowledge, particularly on corporate governance acquired and developed from his background and past experience (including his directorships in other listed companies), he is fully aware of the responsibilities and expected time involvement for independent non-executive directors; and (iv) he has demonstrated that he is able to devote sufficient time to discharge his duties owed to each of the listed companies he has held directorship by attending board meetings and board committee meetings of these listed companies during their latest financial year, as disclosed in these listed companies’ latest published annual reports. CHAIRMAN AND MANAGING DIRECTOR During the year under review, the roles of chairman and managing Director were combined together and performed by Mr. Su Fanrong since 31 January 2018, and thus deviated from the code provision A.2.1 of the Code. Such deviation is deemed appropriate as in consideration of Mr. Su’s extensive knowledge and experience in various aspects, in particular the management in the steel industry and sales area, the Board considers this present arrangement still enables the Company to make decisions promptly in the formulation and implementation of the Company’s strategies in achieving corporate goals. Further details of such deviation has been set out in page 42 under the heading “ THE BOARD ” above.