Annual Report 2021

57 舜宇光學科技（集團）有限公司 • 2021 年報 Corporate Governance Report 企業管治報告 Each of the Directors (including the non-executive Director and independent non-executive Directors) has entered into a continuous service contract with the Company for a term of three years commencing from the date of appointment or re-appointment setting out key terms and conditions of their appointment. The Company is committed to the view that the independent non-executive Directors should be of sufficient calibre and number to warrant that their views are acknowledged. Biographical details of the independent non- executive Directors are set out in the section “Directors and Senior Management” in this annual report. The independent non-executive Directors are in absence of any business or other relationships with the Group which could interfere in any material manner with the exercise of their independent judgment. The composition of the Board as at the date of this annual report is set out in the section “Directors and Senior Management” in this annual report. None of the Directors has any financial, business, family relationships or relationships in other material aspects with each other. Each of independent non-executive Directors has given a written confirmation to the Company confirming that he has met the criteria set out in Rule 3.13 of the Listing Rules regarding the guidelines for the assessment of independence of Directors respectively. The Company believes that the all independent non-executive Directors have complied with the relevant guidelines as stipulated in such rule and are still considered as independent. There are three independent non-executive Directors in the Board, all of whom possess adequate independence. Therefore, the Board considers that the current structure will not impair the balance of power and authority between the Board and the management of business of the Group. Appointment, Re-election and Removal The Company has implemented a set of formal, prudent and transparent procedures for the appointment of new Directors to the Board. The Company has also put in place plans for orderly succession of the Board. Subject to the provision under the Articles of Association, every Director should be subject to retirement by rotation at least once every three years. The Board must explain the reasons for the resignation, re-designation or removal of any Director. 各董事（包括非執行董事及獨立非執行董事）已 與本公司訂立持續服務合約，自委任或重新委 任日期起計為期三年，當中載列有關任命的主 要條款及條件。本公司相信，獨立非執行董事 的才幹與人數須達相當水準，使其意見具影響 力。獨立非執行董事的履歷載於本年報「董事 及高級管理層」一節，彼等並無涉及任何可嚴 重影響其行使獨立判斷的本集團業務或其他關 係。董事會於本年報日期的成員名單載於本年 報「董事及高級管理層」一節。各董事間概無 任何財務、業務、家庭關係或其他重大關係。 各獨立非執行董事已分別向本公司提交書面確 認，確認其已符合上市規則第 3.13 條有關評核 董事獨立性指引的相關規定。本公司相信，全 體獨立非執行董事均一直遵守該規則所載的相 關指引，且仍然被視為保持獨立身份。 董事會中有三名獨立非執行董事，彼等均具備 足夠的獨立性。因此，董事會認為，現有架構 將不會削弱董事會與本集團業務管理層之間的 權力與權威的平衡性。 委任、重選及罷免 本公司已實施一套正式、審慎且具透明度的程 序委任董事會新董事，亦已訂立計劃，確保董 事會的承接有序。根據章程細則條文，每名董 事須最少每三年輪席退任一次。董事會須解釋 任何董事的辭任、調任或罷免的原因。