Annual Report 2023

136 2023 Annual Report Transport International Holdings Limited 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 and Appointment of Directors At the 2023 AGM, Dr John CHAN Cho Chak, GBS, JP, Mr NG Siu Chan, Mr Allen FUNG Yuk Lun and Mr Roger LEE Chak Cheong retired by rotation and were re-elected as Directors of the Company. Following the passing away of Mr NG Siu Chan, who was a Non-executive Director of the Company, Mr Christopher KWOK Kai- wang, JP was appointed as a Non-executive Director of the Company with effect from 15 June 2023. Mr Christopher KWOK Kai- wang, JP will retire as Director of the Company and offer himself for re-election at the 2024 AGM. Mr Raymond KWOK Ping Luen, JP, Mr Charles LUI Chung Yuen, M.H., Ms Winnie Ng, JP, Dr Eric LI Ka Cheung, GBS, OBE, JP, Professor LIU Pak Wai, SBS, JP, Mr TSANG Wai Hung, GBS, PDSM, JP, Dr CHEUNG Wing Yui, BBS and Mr LEE Luen Fai, BBS, JP will also retire as Directors of the Company and offer themselves for re-election at the 2024 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 2024 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 Protection 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 liabilities incurred in connection with the Company’s activities. These indemnities were in force during 2023 and remain in force.