The Company is committed to achieving high standards of corporate governance and follows the principles and meets the provisions set out in the Corporate Governance Code contained in Appendix 15 of the Rules of the GEM of the Stock Exchange of Hong Kong Limited (the “Code”) and, where appropriate, the recommended best practices of the Code.
The Company is headed by an effective board which assumes responsibility for leadership and control of the Company and is collectively responsible for promoting the success of the Company by directing and supervising the Company’s affairs.
The principal roles of the Board are to oversee the Company’s strategic development, to approve the Company’s objectives, strategies, policies and business plan and to monitor operating and financial performance of the Company. The Board also reviews and approves Quarterly, Interim and Annual Reports of the Company. The Board has delegated the day-to-day running of the Company to the Executive Director and the Company’s management team.
However, the Board retains responsibility for:
- Approving annual operating and capital expenditure budgets and any material changes to them;
- Approving the remuneration of the Directors (based on the recommendations of the Remuneration Committee);
- Approving the appointment of Directors (based on recommendations of the Nomination Committee);
- Approving the Interim and Annual Reports (based on recommendations of the Audit Committee);
- Approving any decision to cease to operate all or any material part of the business;
- Approving any changes relating to the Company’s capital structure, including the reduction of capital, share issues and share buy backs; and
- Approval of dividend policy and declaration of interim and final dividends.
The Board composition is designed to have a balance of skills and experience appropriate for the requirements of the business of the Company, including a balanced composition of executive and non-executive directors (including independent non-executive directors) so that there is a strong independent element on the Board, which can effectively exercise independent judgment.
Every Director is encouraged to keep abreast of his responsibilities as a Director of the Company and of the conduct, business activities and development of the Company.
Directors are provided, in a timely manner, with appropriate information in such form and of such quality as will enable them to make informed decisions and to discharge their duties and responsibilities as Directors of the Company.
The Board aims to present a balanced, clear and comprehensible assessment of the Company’s performance, position and prospects in its quarterly, interim and annual reports.
The Board ensures that the Company maintains sound and effective internal controls to safeguard the shareholders’ investment and the Company’s assets.
The Board endeavors to maintain an ongoing dialogue with shareholders and in particular, uses annual general meetings or other general meetings to communicate with shareholders and encourage their participation.