Annual Report 2021

39 年報 2021 ANNUAL REPORT CORPORATE GOVERNANCE REPORT 企業管治報告 董事於接受委任時及有任何變動已適時披露其 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； (iv) 彼曾在任職的其中八間上市公司 中擔任董事職位超過三年；及 (v) 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 33 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 that 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; (iv) he has held directorships for over three years in eight of the listed companies he worked; and (v) 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 33 under the heading “ THE BOARD ” above.