Annual Report 2024

134 2024 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. Subject to authorisation by the shareholders in a general meeting, a Director may also be appointed by the Board as an addition to the existing Board. 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, stating detailed reasons, at a general meeting properly convened for this purpose in accordance with the Bye-laws of the Company. 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 to remain independent and why it recommends his/her re-election to the shareholders. Re-election and Appointment of Directors 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, Mr LEE Luen Fai, BBS, JP, and Mr Christopher Kwok Kai Wang, JP, retired by rotation and were re-elected as Directors of the Company. Ms WANG Xiao Bin was appointed as an Independent Non-executive Director with effect from 1 November 2024. Ms WANG Xiao Bin will hold office until the Annual General Meeting and, subject to authorisation by shareholders, being eligible, will offer herself for re-election. Dr Norman LEUNG Nai Pang, GBS, JP, Dr. John CHAN Cho Chak, GBS, JP, Mr William LOUEY Lai Kuen, Mr. Allen FUNG Yuk Lun, Mr LUNG Po Kwan and Mr. Roger LEE Chak Cheong will retire as Directors of the Company and offer themselves for re-election at the 2025 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 next 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 respective websites of the Company and 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 effect throughout 2024 and remain in effect.