Annual Report - QuamIR
Annual Report - QuamIR Annual Report - QuamIR
Corporate Governance Report (Continued) Minutes of the board meetings and committee meetings are recorded in sufficient detail on the matters considered by the Board and the committees and the decisions reached, including any concerns raised by the Directors. Draft minutes of each board meeting and committee meeting are sent to the Directors for comments within a reasonable time after the date of the meeting. All Directors have access to the company secretary, who is responsible for ensuring that the board procedures are complied with and advising the Board on compliance matters. Directors are provided with sufficient resources to seek independent professional advice in performing their duties at the Company’s expense and are encouraged to consult with the Company’s senior management independently. Model Code for Securities Transactions by Directors The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers set out in Appendix 10 to the Listing Rules (the “Model Code”) as its own code of conduct regarding Directors’ securities transactions. Having made specific enquiries, the Company has obtained confirmation from all Directors that they have complied with the required standards set out in the Model Code during the year ended 31 December 2011. The Company has also adopted a code for dealing in the Company’s securities by relevant employees, who are likely to be in possession of unpublished price-sensitive information in relation to the securities of the Group, on no less exacting terms than the Model Code. Remuneration Committee The Company has established a Remuneration Committee with written terms of reference. The Remuneration Committee, chaired by an Independent Nonexecutive Director, comprises four members namely Mr. CHUNG Cho Yee, Mico, Mr. CHENG Yuk Wo, Mr. Albert Thomas DA ROSA, Junior and Mr. FAN Yan Hok, Philip, all of whom are Independent Non-executive Directors. The Remuneration Committee is responsible for making recommendations to the Board on the Company’s remuneration policy and structure for Directors and senior management, and reviewing their remuneration packages. In arriving at its recommendations, the Remuneration Committee will consult with the Chairman and/or the CEO whenever it thinks fit and take into consideration factors such as the remuneration paid by comparable companies, skill, knowledge, time commitment and responsibilities of Directors. 18 HKC (Holdings) Limited • Annual Report 2011
Corporate Governance Report (Continued) During the year, the Remuneration Committee held one meeting and reviewed, inter alia, the remuneration policy and structure of the Company, the Directors’ fees and the remuneration of newly appointed Director. No Director was involved in deciding his/her own remuneration. The attendance records of each member at the meetings of the Committee are set out on page 17. Details of the Directors’ remuneration for the year are set out in note 10 to the consolidated financial statements. Nomination Committee The Company has established a Nomination Committee with written terms of reference. The Nomination Committee, chaired by an Independent Nonexecutive Director, comprises four members namely Mr. CHUNG Cho Yee, Mico, Mr. CHENG Yuk Wo, Mr. Albert Thomas DA ROSA, Junior and Mr. FAN Yan Hok, Philip, all of whom are independent. The Nomination Committee held one meeting during the year, and the attendance details of each member are set out on page 17. 17 10 17 The Nomination Committee is responsible for reviewing the structure, size and composition of the Board, identifying suitable candidates for directorship, assessing the independence of Independent Non-executive Directors, and making recommendations to the Board regarding any proposed appointment or re-appointment. During the year, the work performed by the Nomination Committee includes the following: • reviewing the structure, size and composition of the Board; • • assessing the independence of Independent Non-executive Directors; • • assessing the qualification and experience of new candidate for directorship and making recommendation to the Board on matters relating to the appointment of director; • • make recommendation to the Board relating to the re-appointment of the retiring Directors. Audit Committee The Company has established an Audit Committee with written terms of reference which have been updated from time to time to align with the code provisions set out in the CG Code. The Audit Committee, chaired by an Independent Non-executive Director, comprises four members namely Mr. CHUNG Cho Yee, Mico, Mr. CHENG Yuk Wo, Mr. Albert Thomas DA ROSA, Junior and Mr. FAN Yan Hok, Philip, all of whom are Independent Nonexecutive Directors. • • 19
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Corporate Governance <strong>Report</strong> (Continued)<br />
<br />
Minutes of the board meetings and committee meetings are recorded in<br />
sufficient detail on the matters considered by the Board and the committees<br />
and the decisions reached, including any concerns raised by the Directors.<br />
Draft minutes of each board meeting and committee meeting are sent to the<br />
Directors for comments within a reasonable time after the date of the meeting.<br />
All Directors have access to the company secretary, who is responsible for<br />
ensuring that the board procedures are complied with and advising the Board<br />
on compliance matters.<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
Directors are provided with sufficient resources to seek independent<br />
professional advice in performing their duties at the Company’s expense<br />
and are encouraged to consult with the Company’s senior management<br />
independently.<br />
Model Code for Securities Transactions by Directors<br />
The Company has adopted the Model Code for Securities Transactions by<br />
Directors of Listed Issuers set out in Appendix 10 to the Listing Rules (the<br />
“Model Code”) as its own code of conduct regarding Directors’ securities<br />
transactions. Having made specific enquiries, the Company has obtained<br />
confirmation from all Directors that they have complied with the required<br />
standards set out in the Model Code during the year ended 31 December<br />
2011.<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
The Company has also adopted a code for dealing in the Company’s<br />
securities by relevant employees, who are likely to be in possession of<br />
unpublished price-sensitive information in relation to the securities of the<br />
Group, on no less exacting terms than the Model Code.<br />
Remuneration Committee<br />
The Company has established a Remuneration Committee with written terms<br />
of reference. The Remuneration Committee, chaired by an Independent Nonexecutive<br />
Director, comprises four members namely Mr. CHUNG Cho Yee,<br />
Mico, Mr. CHENG Yuk Wo, Mr. Albert Thomas DA ROSA, Junior and Mr.<br />
FAN Yan Hok, Philip, all of whom are Independent Non-executive Directors.<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
The Remuneration Committee is responsible for making recommendations<br />
to the Board on the Company’s remuneration policy and structure for<br />
Directors and senior management, and reviewing their remuneration<br />
packages. In arriving at its recommendations, the Remuneration Committee<br />
will consult with the Chairman and/or the CEO whenever it thinks fit and take<br />
into consideration factors such as the remuneration paid by comparable<br />
companies, skill, knowledge, time commitment and responsibilities of<br />
Directors.<br />
<br />
<br />
<br />
<br />
<br />
<br />
18 HKC (Holdings) Limited • <strong>Annual</strong> <strong>Report</strong> 2011
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