Annual Report 2016
215
Corporate Governance Report
Chairman, Executive Vice-chairman & Joint General Manager, Executive Director &
Joint General Manager and Other Executive Directors
Dr. Cheng Kar-Shun, Henry, the Chairman, has led the Board and ensured that the Board works effectively and that all important
issues are discussed in a timely manner. Dr. Cheng Chi-Kong, Adrian, the Executive Vice-chairman & Joint General Manager and
Mr. Chen Guanzhan, the Executive Director & Joint General Manager, jointly manage the Company’s day-to-day businesses and
implement major strategies and policies of the Company. Each of the other Executive Directors takes up different responsibilities
according to their own expertise. The responsibilities of the Chairman, the Executive Vice-chairman & Joint General Manager, the
Executive Director & Joint General Manager and the other Executive Directors are clearly set out in their respective letters of
appointment. The positions of the Chairman, the Executive Vice-chairman & Joint General Manager and the Executive Director &
Joint General Manager are held by separate individuals so as to maintain an effective segregation of duties.
Non-executive Directors
Non-executive Directors (including the Independent Non-executive Directors) serve the relevant function of bringing independent
judgement on the development, performance and risk management of the Company. They have the same duties of care and skill
and fiduciary duties as the Executive Directors. Each Non-executive Director has entered into a letter of appointment with the
Company for a fixed term of three years, subject to retirement by rotation in accordance with the Articles of Association.
Board Committees
The Board currently has four committees, namely the Executive Committee, the Audit Committee, the Remuneration Committee
and the Nomination Committee. All the Board committees are empowered by the Board under their own terms of reference which
have been posted on HKEx’s website and/or the Company’s website.
Executive Committee
Members:
Executive Directors
Dr. Cheng Kar-Shun, Henry
(Chairman)
Dr. Cheng Chi-Kong, Adrian
Mr. Chen Guanzhan
Ms. Ki Man-Fung, Leonie
Mr. Cheng Chi-Heng
Ms. Cheng Chi-Man, Sonia
Mr. Au Tak-Cheong
The Board has delegated to the Executive Committee comprising all Executive Directors with authority and responsibility for
handling the management functions and day-to-day operations of the Company, while reserving certain key matters such as the
declaration of interim dividend, making recommendation of final dividend or other distributions for the approval by the Board. The
Executive Committee shall monitor the execution of the Company’s strategic plans and the operations of all business units of the
Company, manage and develop generally the businesses of the Company. The Executive Committee meets regularly as and when
necessary.
Audit Committee
Members:
Independent Non-executive Directors
Mr. Cha Mou-Sing, Payson
(Chairman)
Mr. Yeung Ping-Leung, Howard
Mr. Ho Hau-Hay, Hamilton
Mr. Lee Luen-Wai, John
Mr. Liang Cheung-Biu, Thomas
The Audit Committee is responsible for the review and supervision of the Group’s financial reporting process and internal control
system. To align with the amendments made to the CG Code relating to risk management and internal control, the terms of
reference of the Audit Committee was revised on 23 February 2016 and took effect on 1 July 2016.
During the year, the Audit Committee met twice and reviewed the audited financial statements for the year ended 30 June 2015
and the unaudited interim financial statements for the six months ended 31 December 2015 with recommendations to the Board
for approval, reviewed reports on internal control system of the Group, and discussed with the management and the external
auditors of the accounting policies and practices which may affect the Group and the financial reporting matters. Furthermore,
the Audit Committee reviewed the framework and policy of risk management, the system of internal control and the financial
statements for the year ended 30 June 2016 with recommendation to the Board for approval.