The Company complies with the provisions of the Corporate Governance Code and Corporate Governance Report contained in Appendix 14 to the Listing Rules and is committed to a high standard of corporate governance, ensuring integrity, transparency and adequate level of disclosure.

 

Codes for Dealing in the Company’s Securities

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

 

The Company has also adopted a code for dealing in the Company’s securities by relevant employees, who are likely to be in possession of unpublished price-sensitive information in relation to the securities of the Company, on no less exacting terms than the Model Code.

 

Board of Directors

The Company’s Board of Directors comprises 5 executive directors, 4 non-executive directors and 5 independent non-executive directors:

 

  

Chairman and Chief Executive

Dr. Cheng Wai Chee, Christopher is the Chairman of the Board and Mr. Cheng Wai Sun, Edward is the Deputy Chairman and Chief Executive of the Group. While the Chairman of the Board is responsible for leadership of the Board, ensuring that all directors are properly briefed on issues arising at board meetings and receive complete, reliable and timely information, the Chief Executive is responsible for the day-to-day management of the Group's business.

 

Functions and responsibilities of the Board of Directors
On 12 July 2005, the Company formalized in writing the functions and responsibilities of the Board and the functions and responsibilities delegated to management as follows:
  1. the Board shall approve the yearly budgets of the Company and its subsidiaries;
  2. the Board shall monitor the operating and financial performance of the Company and its subsidiaries;
  3. the Board shall oversee the processes in the evaluation of the adequacy of internal controls, risk management, financial reporting and compliance;
  4. the Board shall assume responsibility for corporate governance; and
  5. the day-to-day operations of the Company and its subsidiaries are delegated to the management led by the Chief Executive.


Remuneration Committee

The Remuneration Committee was formed on 12 July 2005. The Remuneration Committee's terms of reference specify its duties and functions and also specify that the committee must comprise at least three members and the majority of whom are independent non-executive directors.


Audit Committee

The Audit Committee was formed on 9 March 1999. The terms of reference of the Audit Committee specify its duties and functions and also specify that the committee must comprise at least three members and the majority of whom are independent non-executive directors.


Nomination Committee

The Nomination Committee was formed on 1 February 2013. The Nomination Committee's terms of reference specify its duties and functions and also specify that the committee must consist of not less than three members and the majority of them shall be independent non-executive directors.