Annual Report - QuamIR

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Corporate Governance Report Corporate Governance Practices HKC (Holdings) Limited (the “Company”, and with its subsidiaries, collectively, the “Group”) is committed to good corporate governance principles and practices and its board of directors (the “Directors” or the “Board”) recognizes that it is essential to safeguard the interests of shareholders, customers and employees and uphold accountability, transparency and responsibility of the Company. The Company has applied the principles and complied with the code provisions and certain recommended best practices set out in the Code on Corporate Governance Practices (the “CG Code”) contained in Appendix 14 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”) during the year ended 31 December 2011, save for the deviations with considered reasons stated in the following relevant paragraphs. Board of Directors Board Composition The Company has at all time during the year ended 31 December 2011 maintained a balanced board with strong independent element. The Board currently comprises ten Directors with three Executive Directors, three Nonexecutive Directors and four Independent Non-executive Directors. Each Director possesses expertise and experience and provides checks and balances for safeguarding the interests of the Group and the shareholders as a whole. Biographical details of the Directors and their relationships, where applicable, are set out in pages 26 to 31 of this Annual Report. 2631 During the year, the Board at all times met the requirements of the Listing Rules relating to the appointment of at least three Independent Non-executive Directors with at least one Independent Non-executive Director possessing appropriate professional qualifications, or accounting or related financial management expertise. The independence of the Independent Non-executive Directors was assessed in accordance with the applicable Listing Rules. Each of the Independent Non-executive Directors has provided to the Company an annual confirmation of independence pursuant to Rule 3.13 of the Listing Rules. The Company considers that all of them are independent. 3.13 14 HKC (Holdings) Limited • Annual Report 2011
Corporate Governance Report (Continued) Chairman and Chief Executive Officer The roles of Chairman and Chief Executive Officer of the Company were exercised by two different individuals. Mr. OEI Tjie Goan is the Chairman and Mr. CHANG Li Hsien, Leslie is the Chief Executive Officer (“CEO”) of the Company. Their responsibilities had been clearly set out and approved by the Board. The Board considers that this arrangement facilitates the execution of the Group’s business strategies and maximizes effectiveness of its operation. The Board shall nevertheless review its structure from time to time and it will consider the appropriate move to take should suitable circumstance arise. Responsibilities of Directors The Board is responsible for the leadership and control of the Group and is collectively responsible for promoting the success of the Group by directing and supervising the Group’s affairs and formulating business strategies with a view to maximizing its financial performance and shareholders’ value. All newly appointed Directors are given comprehensive documentations on the business operations of the Group and regulatory and statutory requirements of directors, together with briefing meetings with senior executives of the Group. Directors are provided with continuous updates on the latest changes in the Listing Rules, corporate governance practices and other relevant laws and regulations and are encouraged to participate in continuous professional development seminars to update their knowledge for discharging directors’ responsibilities. The Company has arranged appropriate liability insurance to indemnify the Group’s Directors for their liabilities arising out of corporate activities. The insurance coverage is reviewed on an annual basis. Delegation by the Board The management, consisting of the Executive Directors of the Company and other senior executives, is delegated with responsibilities for implementing the strategy and direction as adopted by the Board from time to time, and conducting the day-to-day operations of the Group. Executive Directors and senior executives meet regularly to review the performance of the businesses of various business units of the Group as a whole, co-ordinate overall resources and make financial and operation decisions. The Board also gives clear directions as to their powers of management including circumstances where management should report back, and will review the delegation arrangements on a periodic basis to ensure that they remain appropriate to the needs of the Group. • 15
Page 1 and 2: HKC (HOLDINGS) LIMITED (incorporat
Page 3 and 4: Contents 2 Corporate Information
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Page 7 and 8: Chairman’s Statement (Continued)
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Page 11 and 12: Management Discussion and Analysis
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Report of the Directors (Continued)
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Report of the Directors (Continued)
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Independent Auditor’s Report (Con
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Consolidated Statement of Comprehen
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Consolidated Balance Sheet (Continu
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Consolidated Statement of Changes i
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Consolidated Statement of Changes i
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Notes to the Consolidated Financial
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Principal Subsidiaries, Associated
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Five-Year Financial Summary 2011 2
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Schedule of Principal Properties (C
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HKC (HOLDINGS) LIMITED 9/F., Tower
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Annual Report - QuamIR

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