Annual Report 2022

Transport International Holdings Limited 2022 Annual Report 122 CORPORATE GOVERNANCE REPORT Re-election, Retirement and Appointment of Directors The Company has in place a formal and transparent procedure for the appointment of new Directors. A person may be appointed as a member of the Board at any time either by the shareholders in a general meeting or by the Board on the recommendation of the Nomination Committee when it is necessary to fill a casual vacancy. A Director appointed by the Board to fill a casual vacancy shall hold office until the first annual general meeting after such appointment but is eligible for election at the same meeting. All Directors are appointed for a specific term and are subject to retirement by rotation and re-election at the Company’s annual general meeting at least once every three years. All Directors have a current term of office no longer than three years. Shareholders may remove a Director before the expiration of his/her period of office by passing a special resolution giving detailed reasons at a general meeting properly convened in accordance with the Bye-laws of the Company for such a purpose. The election of individual Directors is subject to separate resolutions to be approved by the shareholders. In respect of the reappointment of an Independent Non-executive Director who has served on the Board for nine years, the Company is required to explain in a circular containing the notice of the annual general meeting why it considers that the Director continues to be independent and why it recommends his/her re-election to the shareholders. Re-election of Directors At the 2022 AGM, three Directors, namely, Dr Norman LEUNG Nai Pang, GBS, JP, Mr William LOUEY Lai Kuen and Mr LUNG Po Kwan, retired by rotation and were re-elected as Directors of the Company. Dr John CHAN Cho Chak, GBS, JP, Mr NG Siu Chan, Mr Allen FUNG Yuk Lun and Mr Roger LEE Chak Cheong will retire as Directors of the Company and offer themselves for re-election at the 2023 AGM. All these retiring Directors, being eligible, have been nominated by the Nomination Committee and recommended by the Board to stand for re-election at the 2023 AGM. The re- election of each Director will be subject to the voting of shareholders in a separate resolution. Procedures for Making Proposals to Nominate a Person for Election as a Director The shareholders are entitled to nominate a person for election as a Director at a general meeting of the Company. The procedures for making proposals to nominate a person for election as a Director are available on the websites of the Company and of the Stock Exchange. Directors’ Indemnities and Protections The Company has taken out an appropriate insurance policy covering any potential legal actions against the Directors of the Company, which indemnifies the Directors for liability incurred in connection with the Company’s activities. These indemnities were in force during 2022 and remain in force.