Annual Report 2016
219
Corporate Governance Report
Directors’ Responsibility for the Financial Statements
The Board, supported by the finance and accounts department, is responsible for the preparation of the financial statements of
the Company and the Group. The Board has prepared the financial statements in accordance with the Hong Kong Financial
Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants. Appropriate accounting policies have also
been used and applied consistently. The Directors have not been aware of any material uncertainties relating to events or
conditions which may cast significant doubt upon the Group’s ability to continue as a going concern.
The statement by the auditor of the Company and the Group regarding its reporting responsibilities on the financial statements of
the Company and the Group is set out in the Independent Auditor’s Report on page 107 of this annual report.
Risk Management and Internal Control
The Board is responsible to oversee the Company’s risk management and internal control systems on an ongoing basis. During
the year, a Risk Management Committee was set up under the Audit Committee and a risk management policy was adopted.
Procedures have been designed for safeguarding assets against unauthorised use or disposition, ensuring the maintenance of
proper accounting records for the provision of reliable financial information for internal use or for publication, and ensuring
compliance of applicable laws, rules and regulations. The procedures provide reasonable but not absolute assurance against
material errors, losses or fraud.
The Risk Management Committee has assisted the Audit Committee in deciding the Group’s risk level and risk appetite,
considering the Group’s risk management strategies and giving guidelines where appropriate, and ensuring the soundness and
effectiveness of the Group’s risk management and internal control systems.
An internal audit department has been established to conduct internal audit of the Company and its subsidiaries, joint ventures
and associated companies. The internal audit department performs risk-based audits to review the effectiveness of the Group’s
material internal controls so as to provide assurance that key business and operational risks are identified and managed, and to
ensure that the risk management and internal control measures are carried out appropriately and functioning as intended. The
internal audit department reports to the Board with its findings and makes recommendations to improve the risk management and
internal control of the Group.
The Audit Committee also receives the report from the internal audit department and takes such report into consideration when it
makes recommendation to the Board for approval of the half-yearly or annual results of the Group.
Company Secretary
The Company Secretary is a full time employee of the Company and has day-to-day knowledge of the Company’s affairs. The
Company Secretary reports to the Chairman and is responsible for advising the Board on governance matters. For the year under
review, the Company Secretary has confirmed that he has taken no less than 15 hours of relevant professional training. The
biography of the Company Secretary is set out on page 51 of this annual report.
Constitutional Documents
For the purpose of bringing the Company’s Articles of Association in line with the provisions of the Hong Kong Companies
Ordinance (Cap. 622), the Company adopted a new articles of association (the “New Articles of Association”) during the year. The
adoption of the New Articles of Association was approved by the shareholders of the Company at the annual general meeting held
on 18 November 2015. The New Articles of Association is available on both the Company’s website and the Stock Exchange’s
website.
Shareholders’ Rights
Convening Extraordinary General Meeting (“EGM”) and Putting Forward Proposals at
Shareholders’ Meetings
Shareholders representing at least 5% of the total voting rights of all the shareholders of the Company having a right to vote at
general meetings can deposit a written request to convene an EGM at the registered office of the Company for the attention of
the Company Secretary. Such requisition, signed by the shareholders concerned, must state the general nature of the business to
be dealt with at the meeting and may include the text of a resolution that may properly be moved and is intended to be moved at
the meeting. If the Directors do not within 21 days from the date of the deposit of a request (after being verified to be valid)
proceed to convene an EGM on a day not more than 28 days after the date on which the notice convening the EGM is given, the
shareholders concerned, or any of them representing more than one-half of the total voting rights of all of them, may themselves
convene an EGM, but any EGM so convened shall not be held after the expiration of three months after the date on which the
Directors become subject to the requirement to call a meeting.
