Annual Report - QuamIR

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Corporate Governance Report (Continued) Nomination, Appointment and Re-election of Directors All new appointment of Directors and nomination of Directors proposed for re-election at the annual general meeting are first considered by the Nomination Committee. The Nomination Committee will assess the candidate or incumbent on criteria such as integrity, experience, skill and ability to commit time and effort to carry out the duties and responsibilities. The recommendations of the Nomination Committee will then be put to the Board for decision. Details of the role and function as well as a summary of the work performed by the Nomination Committee are set out under the heading of “Nomination Committee” below. In accordance with the Company’s Bye-laws, the nearest one-third of the Directors shall retire from office by rotation but are eligible for re-election by shareholders at the annual general meeting provided that every Director is subject to retirement by rotation at least once every three years. New appointments to the Board are also subject to re-election by shareholders at the next following annual general meeting. All Non-executive Directors of the Company were appointed with no specific term, but are subject to the aforesaid rotation requirement in the Company’s Bye-laws, accomplishing the same purpose as being appointed for a specific term. The rotating Directors who are subject to retirement and re-election at the 2012 annual general meeting are set out on page 34. Meetings of the Board and Board Committees The Directors meet from time to time to discuss and exchange ideas on the affairs of the Company. The Board has set up various Board Committees, among others, the Audit Committee, the Nomination Committee and the Remuneration Committee for overseeing particular aspects of the Group’s affairs. 34 16 HKC (Holdings) Limited • Annual Report 2011
Corporate Governance Report (Continued) During the year, the following meetings of the Board, the Audit Committee, the Nomination Committee and the Remuneration Committee were held and the attendance of the individual Directors at these meetings is set out in the table below: Number of meetings attended/held Board Audit Committee Remuneration Committee Nomination Committee Executive Directors Mr. OEI Kang, Eric 4/4 2/2Note 1/1Note 1/1Note Mr. CHANG Li Hsien, Leslie 4/4 2/2Note 1/1Note 1/1Note Mr. CHUNG Wai Sum, Patrick (appointed on 10 June 2011) 3/3 N/A N/A N/A Non-executive Directors Mr. OEI Tjie Goan 0/4 N/A N/A N/A Ms. YEN Teresa 4/4 N/A N/A N/A Mr. WAN Ming Sun 2/4 N/A N/A N/A Mr. XU Zheng (resigned on 6 April 2011) 0/1 N/A N/A N/A Mr. LI Xueming (retired on 1 June 2011) 0/1 N/A N/A N/A Mr. LIU Guolin (retired on 1 June 2011) 1/1 N/A N/A N/A Independent Non-executive Directors Mr. FAN Yan Hok, Philip 4/4 1/2 1/1 1/1 Mr. CHUNG Cho Yee, Mico 2/4 2/2 1/1 1/1 Mr. CHENG Yuk Wo 4/4 2/2 1/1 1/1 Mr. Albert Thomas DA ROSA, Junior 3/4 2/2 1/1 1/1 Note: The Executive Directors attended the relevant meetings as invitees. Notices of not less than fourteen days are given for all regular board meetings to provide all Directors with an opportunity to attend and include matters in the agenda for a regular meeting. For other Board and committee meetings, reasonable notice is generally given. The agenda and accompanying board papers are dispatched to the Directors or committee members at least three days before the meetings to ensure that they have sufficient time to review the papers and be adequately prepared for the meetings. When directors or committee members are unable to attend a meeting, they are advised of the matters to be discussed and given an opportunity to make their views known to the Chairman and/or the CEO prior to the meeting. • 17
Page 1 and 2: HKC (HOLDINGS) LIMITED (incorporat
Page 3 and 4: Contents 2 Corporate Information
Page 5 and 6: Corporate Information (Continued)
Page 7 and 8: Chairman’s Statement (Continued)
Page 9 and 10: Chairman’s Statement (Continued)
Page 11 and 12: Management Discussion and Analysis
Page 17: Corporate Governance Report (Contin
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Page 29 and 30: Directors and Senior Management (Co
Page 35 and 36: 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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