Annual Report 2015
CORPORATE GOVERNANCE REPORT
239
Article 103(A) of the Articles of Association provides that at each annual general meeting, one-third of
the Directors for the time being (or if their number is not a multiple of three, the number nearest to
but not less than one-third) shall retire from office by rotation, provided that every Director (including
those appointed for a specific term) shall be subject to retirement by rotation at least once every three
years. Also, pursuant to Article 94 of the Articles of Association, any Director appointed to fill a casual
vacancy or as an addition to the Board is subject to re-election at the next following general meeting or
next following annual general meeting of the Company respectively.
Independence of Independent Non-executive Directors
Mr. Liang Cheung-Biu, Thomas (“Mr. Thomas Liang”) was re-designated as Independent Non-
executive Director on 1 March 2012. Mr. Thomas Liang had been a Non-executive Director
immediately preceding his re-designation and he is also a cousin of Mr. Liang Chong-Hou, David (“Mr.
David Liang”), who was a Non-executive Director of the Company up to his resignation on 22 July
2013. Notwithstanding his previous relationship with the Company as a Non-executive Director and
his cousin-relationship with Mr. David Liang, the Board believes that Mr. Thomas Liang is sufficiently
independent to act as an Independent Non-executive Director and he will be able to perform his duties
as an Independent Non-executive Director impartially and independently, for the following reasons:
(a) during his tenure as a Non-executive Director, Mr. Thomas Liang had not carried out any executive
or managerial functions for the Company and was not financially dependent on the Company;
(b) even though Mr. Thomas Liang is the cousin of Mr. David Liang, they are independent of each
other, and Mr. Thomas Liang does not have any business dealings with Mr. David Liang; and
(c) other than his previous relationship with the Company as a Non-executive Director and his cousin-
relationship with Mr. David Liang, Mr. Thomas Liang is independent of and does not have any
connection with the Company, its controlling shareholders, any of their respective subsidiaries or
connected persons of the Company.
The Company has received annual confirmation of independence from all Independent Non-
executive Directors in accordance with Rule 3.13 of the Listing Rules. The Board is of the view that all
Independent Non-executive Directors are independent in accordance with the Listing Rules.
Role of the Board
The Board oversees the management, businesses, strategic directions and financial performance of
the Group. It is collectively responsible for the management and operation of the Company. The Board
is the ultimate decision making body of the Company except for matters requiring the approval of the
shareholders in accordance with the Articles of Association, the Listing Rules or other applicable laws
and regulations.
Day-to-day businesses of the Company are delegated to the management team who works under
the leadership and supervision of the two Executive Directors and Joint General Managers and the
Executive Committee of the Board as discussed in sections below.
