The Company has applied the principles and complied with all the applicable code provisions of the Corporate Governance Code 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adopted a code for dealing in the Company’s securities by relevant employees, who are likely to be in possession of unpublished price-sensitive information in relation to the securities of the Company, on no less exacting terms than the Model Code.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, 3 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 providing leadership for 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 business of the Group.
Functions and Responsibilities of the Board
The Board is accountable to the shareholders for leading the Group in a responsible and effective manner. Directors of the Company are collectively and individually responsible to the shareholders for the manner in which the affairs of the Group are managed and for promoting the success of the Group by directing and supervising its affairs.
The functions and responsibilities reserved to the Board and the functions and responsibilities delegated to management are as follows:
approving the annual budgets of the Group;
monitoring the operating and financial performance of the Group;
overseeing the processes for evaluating the adequacy of financial reporting and compliance;
setting the Group’s strategy and risk appetite by evaluating and determining the nature and extent of the risks it is willing to take in achieving its strategic objectives;
establishing and maintaining appropriate and effective risk management and internal control systems;
overseeing the management in the design, implementation and monitoring of the risk management and internal systems on an ongoing basis;
assuming responsibility for corporate governance; and
having responsibility for the Group’s strategy and reporting on environmental, social and governance matters.
Matters reserved for the Board are those affecting the Company’s overall strategic policies, finances and shareholders. These include: financial statements, dividend policy, significant changes in accounting policy, the annual operating budgets, material contracts, major financing arrangements, major investments, risk management strategy and policies required under the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited.
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. The terms of reference are available on the Company’s website under the Corporate Governance Section.
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. The terms of reference are available on the Company’s website under the Corporate Governance Section.
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. The terms of reference are available on the Company’s website under the Corporate Governance Section.
Corporate Governance Committee
The Corporate Governance Committee was formed on 25 August 2022. The terms of reference of the Corporate Governance Committee specify its duties and functions and also specify that the committee must comprise at least three members to be appointed by the Board and include an executive director, the Chief Financial Officer and the Company Secretary of the Company. The principal role and function of the Corporate Governance Committee is to assist the Board in developing, reviewing and monitoring the Company’s policies and practices on corporate governance on assurance the compliance with legal and regulatory requirements.