Annual Report 2016 - page 227

Corporate Governance Report
Annual Report 2016
213
Corporate Governance Report
All along, the Company is committed to maintain a high standard of corporate governance practices to safeguard the interests of
its shareholders and enhance the performance of the Group. From time to time, the board of Directors (the “Board”) reviews and
improves its corporate governance practices in order to ensure that the Group is under the leadership of an effective board so as
to optimise return for its shareholders.
Corporate Governance Code
Throughout the year ended 30 June 2016, the Company has complied with all the applicable code provisions of the Corporate
Governance Code (the “CG Code”) as set out in Appendix 14 of the Listing Rules, with the exception of code provision A.6.4.
Code provision A.6.4 is in relation to guidelines for securities dealings by relevant employees. As required under code provision
A.6.4, the Board should establish for its relevant employees written guidelines on no less exacting than the Model Code for
Securities Transactions by Directors of Listed Issuers (the “Model Code”) as set out in Appendix 10 of the Listing Rules in respect
of their dealings in the securities of the Company. Instead of following the Model Code strictly, the Board has established its own
guidelines which are not on no less exacting terms than the Model Code. Such deviation from the CG Code is considered
necessary, mainly because of the huge size of employees of the Group which is over 45,000, and the Group’s diversified
businesses. For these reasons, to follow the exact guidelines of the Model Code will cause immense administrative burden to the
Company in processing written notifications from the relevant employees when they deal in the securities of the Company, which
can be avoided under the Company’s own guidelines.
Directors’ Securities Transactions
The Company has adopted the Model Code as its own code of conduct for securities transactions by its Directors.
Specific enquiries have been made with all Directors who confirmed that they had complied with the required standard set out in
the Model Code during the year ended 30 June 2016.
Board of Directors
Composition
Currently, the Board comprises a total of 14 Directors, being seven Executive Directors, two Non-executive Directors and five
Independent Non-executive Directors. The number of Independent Non-executive Directors represents more than one-third of the
Board as required by Rule 3.10A of the Listing Rules. The biographies of the Directors are set out from pages 44 to 50 of this
annual report.
All Directors have entered into formal letters of appointment with the Company, each for a term of three years, subject to
retirement by rotation in accordance with the articles of association of the Company (the “Articles of Association”).
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
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 Executive Vice-chairman & Joint General Manager, the Executive Director & Joint General Manager, and the Executive
Committee of the Board as discussed in sections below.
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