Annual Report 2015
CORPORATE GOVERNANCE REPORT
243
Remuneration Committee
Members:
Independent Non-executive Directors Mr. Ho Hau-Hay, Hamilton
(Chairman)
Mr. Yeung Ping-Leung, Howard
Mr. Cha Mou-Sing, Payson
Mr. Lee Luen-Wai, John
Executive Director
Dr. Cheng Kar-Shun, Henry
The Remuneration Committee is responsible for making recommendations to the Board on the
Company’s policy and structure on the remuneration of all Directors and senior management of the
Company and on the establishment of a formal and transparent procedure for developing remuneration
policy for the Company for approval by the Board. It shall also make recommendations to the Board on
the remuneration packages of individual Executive Director and senior management.
During the year, the Remuneration Committee met once and reviewed the remuneration policy of the
Company, including that for the Directors and senior management of the Company. The remuneration
for the Executive Directors comprises basic salary, pensions and discretionary bonus. Share options
have been granted to all Directors and senior management to subscribe for shares in the Company
under the Company’s share option scheme. In addition, certain Directors have been granted options
under share option schemes of various listed subsidiaries to subscribe for shares in those subsidiaries.
Details of the remuneration paid to the Directors and members of senior management for the financial
year ended 30 June 2015 are disclosed in the notes to the financial statements.
Nomination Committee
Members:
Executive Director
Dr. Cheng Kar-Shun, Henry
(Chairman)
Independent Non-executive Directors Mr. Lee Luen-Wai, John
Mr. Liang Cheung-Biu, Thomas
The Nomination Committee is responsible for reviewing the structure, size and composition of the
Board and making recommendations on any proposed changes to the Board to complement the
Company’s corporate strategy. It shall consider the suitability of a candidate to act as a Director on the
basis of the candidate’s qualification, experience, integrity and potential contribution to the Company,
and assess the independence of Independent Non-executive Directors taking into account the
independence requirements set out in Rule 3.13 of the Listing Rules. During the year, the Nomination
Committee met twice and considered and recommended to the Board on nomination of executive
vice-chairman, reviewed the structure, size and composition of the Board and considered that the
current Board consists of a diverse mix of members appropriate to the requirements of the businesses
of the Company.
The Board adopted a Board Diversity Policy (the “Policy”) in August 2013 which sets out the approach
by the Company to achieve diversity on the Board. Under the Policy, the Company recognises and
embraces the benefits of having a diverse Board and sees increasing diversity at Board level as an
essential element in maintaining its competitive advantage and supporting its sustainable development.
In determining an optimum composition of the Board, the Company will consider all aspects of
diversity and will also take into account factors based on its own business model and specific needs
from time to time. Board members’ appointment will be based on meritocracy and candidates
will be considered against objective criteria, having due regard for the benefits of diversity on the
Board. Selection of candidates will be based on a range of diversity perspectives, including but not
limited to gender, age, skills, regional and industry experience and expertise, cultural and educational
background, and professional experience. The ultimate decision will be based on merit and contribution
that the selected candidates will bring to the Board.
