CORPORATE GOVERNANCE

The Board is committed to high standards of corporate governance. The Company has implemented all applicable code provisions set  out in the Corporate Governance Code contained in Appendix 14 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the  “Listing Rules”), as the Corporate Governance Code of the Company.

 Company’s Memorandum and Articles of Association 

Audit committee

The Company established an audit committee on 4 August 2010 with effect from the Listing with written terms of reference in compliance with Rule 3.21 and Rule 3.23 of the Listing Rules. The primary duties of the audit committee are, among other things, to review and supervise the financial reporting systems of the Company.

 Terms of Reference of the Audit Committee

The audit committee comprises of Yu Yun Kong as the chairman, Szeto Wai Sun and Ling Kwok Fai, Joseph as members.

Remuneration committee

The Company established a remuneration committee on 4 August 2010 with effect from the Listing in compliance with Appendix 14 of the Listing Rules. T he primary duties of the remuneration committee are to evaluate and make recommendations to the Board regarding the compensation of the chief executive officer and other executive Directors. In addition, the remuneration committee conducts reviews of the performance, and determines the compensation policy and structure of the senior management.

 Terms of Reference of the Remuneration Committee

The remuneration committee comprises of Yu Yun Kong as the chairman, Yip Mow Lum, Szeto Wai Sun and Ling Kwok Fai, Joseph, as members.

Nomination Committee

The Company established a nomination committee on 4 August 2010. The primary duties of the nomination committee are, to review the structure, size and composition of the Board on a regular basis and make recommendations to the Board regarding candidates to fill vacancies on the Board.

 Terms of Reference of the Nomination Committee

The nomination committee comprises of Yip Mow Lum as the chairman, Yu Yun Kong, Szeto Wai Sun and Ling Kwok Fai, Joseph, as members.

Risk Management Committee

The Company established a risk management committee on 1 April 2016. The major duties of the Risk Management Committee are to review the risk management and internal control systems of the Company.

 Terms of Reference of the Risk Management Committee

The risk management committee comprises of Yu Yun Kong as the chairman, Yip Mow Lum, Hui Yik Bun, Szeto Wai Sun and Ling Kwok Fai, Joseph, as members.

Environmental, Social and Governance Committee

The Company established an environmental, social and governance committee on 24 March 2022. The major duties of the Environmental, Social and Governance Committee are to facilitate the development and implementation of environmental, social and governance issues of the Company.

Terms of Reference of the Environmental, Social and Governance Committee

The environmental, social and governance committee comprises of Hui Yik Bun as the chairman, Yu Yun Kong, Szeto Wai Sun, Ling Kwok Fai, Joseph and Li Wan Mei, as members.

Model Code for Securities Transactions by Directors

The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers set out in Appendix 10 to the Listing Rules as its own code of conduct regarding securities transactions by the Directors.