The Company is committed to good corporate governance principles and practices and its board of directors (the "Directors" or the "Board") recognizes that it is essential to safeguard the interests of shareholders, customers and employees and uphold accountability, transparency and responsibility of the Company.


Board composition

The Company has maintained a balanced board with strong independent element. The Board currently comprises six Directors with three Executive Directors and three Independent Non-executive Directors. Each Director possesses expertise and experience and provides checks and balances for safeguarding the interests of the Group and the shareholders as a whole.

The Board at all times met the requirements of the Listing Rules relating to the appointment of at least three Independent Non-executive Directors with at least one Independent Non-executive Director possessing appropriate professional qualifications, or accounting or related financial management expertise. The independence of the Independent Non-executive Directors was assessed in accordance with the applicable Listing Rules. The Company considers that all of them to be independent.
 
List of Directors and Their Role and Function

Audit committee

The Company had established an Audit Committee with written terms of reference which have been updated from time to time to align with the code provisions set out in the CG code. The principal responsibilities of the Audit Committee are to, inter alia, review and supervise the Group's financial reporting process, internal control and risk management procedures, as well as oversee the adequacy of the accounting and financial reporting resources.

The membership of the Committee comprises:
1)    Ms. Hsu Wai Man, Helen (Independent non-executive director) (Chairperson);
2)    Mr. Chi Chi Hung, Kenneth (Independent non-executive director)
3)    Ms. Cho Yi Ping (Independent non-executive director)
 
Terms of Reference

Remuneration committee

The Company had established a Remuneration Committee with written terms of reference. The Remuneration Committee is responsible for making recommendations to the Board on the Company's remuneration policy and structure for Directors and senior management, and reviewing their remuneration packages. In arriving at its recommendations, the Remuneration Committee will consult with the Chairman and/or the CEO whenever it thinks fit and take into consideration factors such as the remuneration paid by comparable companies, skill, knowledge, time commitment and responsibilities of Directors.

The membership of the Committee comprises:
1) Mr. Chi Chi Hung, Kenneth (Chairperson);
2) Dr. Au-Yeung Kong; and (Executive director)
3) Ms. Au-Yeung Wai (Executive director)
4) Ms. Hsu Wai Man, Helen (Independent non-executive director)
5) Ms. Cho Yi Ping (Independent non-executive director)
 
Terms of Reference

Nomination committee

The Company had established a Nomination Committee with written terms of reference. The Nomination Committee is responsible for reviewing the structure, size and composition of the Board, identifying suitable candidates for directorship, assessing the independence of Independent Non-executive Directors, and making recommendations to the Board regarding any proposed appointment or re-appointment.

The membership of the Committee comprises:
1) Ms. Cho Yi Ping (Independent non-executive director) (Chairperson);
2) Dr. Au-Yeung Kong; and (Executive director)
3) Ms. Au-Yeung Wai (Executive director)
4) Ms. Hsu Wai Man, Helen (Independent non-executive director)
5) Mr. Chi Chi Hung, Kenneth (Independent non-executive director)
 
Terms of Reference

Procedure for Election of Directors



The Memorandum and Article of Association