The primary duties of the Audit Committee include overseeing the financial reporting course and internal control procedures of the group, reviewing the financial information of the group and considering issues relating to the external auditor. Currently, the Audit Committee consists of three independent non-executive directors, with Dr. Wong Wing Kuen, Albert serving as Chairman of the Audit Committee.
The primary duties of the Remuneration Committee include making recommendations to the Board of Directors on the company’s structure for remuneration of directors and senior management and on the establishment of a formal and transparent procedure for developing policy on such remuneration. Currently, the Remuneration Committee consists of four members, including three independent non-executive directors, and one executive director, Mr. Tan Wenhua. Ms. Tan Ying serves as Chairman of the Remuneration Committee.
The primary duties of the Nomination Committee include making recommendations to the Board of Directors on the company’s policy and structure for recruiting directors and senior management and on the establishment of formal and high transparent procedures for developing such recruiting policy. The Nomination Committee consists of four members, including three independent non-executive directors, and one executive director, Mr. Hsu You Yuan. Ms. Chung Wai Hang is Chairman of the Nomination Committee.
Procedures for election of a candidate nominated by shareholders to Board of Directors
1. Provisions of the articles of association
1.1 Provisions for the election of a candidate nominated by shareholders as a director of the company are set out in Article 88 of the articles of association of the company.
1.2 Text of Article 88 is excerpted as follows:
Except elected by directors, other people except those who retreated from general meeting of shareholders are not eligible to be elected directors on any general meeting of shareholders unless a notice has been issued by those formally eligible to attend and to vote at the meeting of the shareholders (not including the person nominated) to nominate the person to be elected as a director, and the nominated issued the signed notice that he or she is willing to participate in the election and returned the signed notice to the head offices or registrars (the premise is that the notice should be issued at least seven days earlier. However, the notice shall be sent not earlier than the date on which the notice of the election is sent and not later than seven days before the date of the election.
2. Provisions of the listing rules of Hong Kong Exchanges (the listing rules)
2.1 In accordance with Articles 13.70 and 13.74 of the listing rules, the company shall comply with the following provisions:
– If, after the notice of the shareholders’ meeting, the company receives a notice from a shareholder nominating a person for election to the Board of Directors at the general meeting, the company must publish a notice or issue a supplementary circular;
– The notice or supplementary circular shall contain the information required to be disclosed by the nominated director under Article 13.51(2) of the listing rules;
– The notice or supplementary circular must be published not less than 10 business days before the date of the relevant shareholders’ meeting; and
– The company must assess whether it is necessary to postpone the election of directors to allow shareholders have at least 10 business days to consider the information disclosed in the notice or supplementary circular.
3. Procedures for election of a candidate nominated by shareholders to Board of Directors
3.1 If a shareholder wishes to nominate an individual (“candidate”) to stand for election as a director at a general meeting of the shareholders, he or she may submit a written notice (“notice of nomination”) to the company’s head office and principal business address in Hong Kong, addressed to the secretary of the company.
3.2 To facilitate the company’s notification of the proposal to shareholders, such a notice of nomination must: (I) include information required to be disclosed pursuant to Article 13.51(2) of the listing rules; and (ii) be signed by the shareholder concerned and signed by the candidate to indicate his willingness to accept the appointment and consent to the publication of his personal data.
3.3 The commencement date of the submission of the notice of nomination shall not be earlier than one day after the notice of the shareholders’ meeting is sent, and not earlier than seven days before the date of the shareholders’ meeting, provided that such period is not less than seven days.
3.4 In order to ensure that shareholders of the company have sufficient time to receive and consider documents on proposals for electing candidates as directors of the company without having to postpone the shareholders’ meeting, the company urges shareholders to submit their notice of nomination as early as possible (15 business days before the date of the shareholders’ meeting to appoint directors).