New World Development Company Limited
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Corporate Governance Report
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 the Group’s 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 2016 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 once and
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.
