Annual Report 2023

Corporate Governance Report 企業管治報告 53 舜宇光學科技（集團）有限公司 • 2023 年報 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或聘任書，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。 截至二零二三年十二月三十一日止年度，董事 會中有四名獨立非執行董事，彼等均具備足夠 的獨立性。因此，董事會認為董事會與本集團 業務管理層之間的權力與權威的平衡性不會因 董事會組成架構而有所削弱。 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。賈麗娜女士於二零二三 年一月一日獲委任，並取得一間律師行合資格 提供香港法例關於上市規則項下適用於彼擔任 董事的規定以及向聯交所作出虛假申報或提供 虛假資料的可能後果的法律意見。本公司亦已 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。 鑒於最新上市規則項下企業管治守則，若發行 人的所有獨立非執行董事均在董事會任職超過 九年，發行人應於三年內委任一名新的獨立非 執行董事。 Each of the Directors (including the non-executive Director and independent non-executive Directors) has entered into a continuous service contract or letter of appointment 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 appointments. 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/she 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 independent. For the year ended 31 December 2023, there were four independent non-executive Directors in the Board, all of whom possess adequate independence. Therefore, the Board considers that the balance of power and authority between the Board and the business management of the Group shall not be impaired by the composition of the Board. 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. Ms. Jia Lina was appointed on 1 January 2023, and she has obtained the legal advice from a firm of solicitors qualified to advise on Hong Kong law as regards the requirements under the Listing Rules that are applicable to her as a Director and the possible consequences of making a false declaration or giving false information to the Stock Exchange. 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. In view of the latest Corporate Governance Code under the Listing Rules, where all the independent non-executive Directors of an issuer have served more than nine years on the Board, the issuer should appoint a new independent non-executive Director on the Board in three years.