Hong Kong Ferry (Holdings) Company Limited
Annual Report 2013
25
Corporate Governance Report
CORPORATE GOVERNANCE PRACTICES
The Company is committed to maintaining high standards. of corporate governance. The Board of Directors (the "Board") is devoted to the ongoing enhancement of the corporate governance practices of the Company as the Board believes that good corporate governance practices are fundamental' to the effective operation of a company and enhancement
of shareholders' value as a whole.
The corporate governance practices of the Company is formulated in compliance with the code provisions of the Corporate Governance Code (the "Code") as set out in Appendix 14 to the Rules Governing the Listing of Securities (the "Listing Rules") on The Stock Exchange of Hong Kong Limited (the "Stock Exchange"). The Board shall review and update its corporate governance practices from time to time to ensure its continuous compliance with the Code. In the opinion of the Board, the Company has complied with the code provisions throughout the year ended 31 December
2013.
BOARD OF DIRECTORS
Responsibility and delegation
The Board is responsible for considering and deciding on
matters covering overall Group strategies, major acquisitions and disposals, annual budgets, annual and interim results, recommendations on Directors' appointments or re-appointments, approval of major capital transactions and other significant operational and financial matters.
The functions reserved to the Board are basically provided by the Articles of Association of the Company and the Board will from time to time delegate the functions to the management whenever required. The Board is primarily responsible for the strategic planning and policy formulation of the Company. Several material matters are reserved for the Board's considerations and/or decisions including, among other things, overall strategy of the Company; business plans; annual financial budgets; annual and interim results and reports; dividend policy and payments; investment plans;
disposal proposals; appointment of directors; oversight of management and review of the effectiveness of the internal control system including the adequacy of resources,
qualifications and experience of staff of the accounting and financial reporting function, and their respective training programmes and budget. The management of the Company
is responsible for the day-to-day operations of the Company
and implementation of strategies adopted by the Board.
The Board has established board committees with written
terms of references to assist in the efficient implementation
of its functions, namely the Audit Committee, the
Remuneration Committee and the Nomination Committee.
Specific responsibilities have been delegated to the above
Board Committees.
The Board has delegated the day-to-day management of the Company's business to the senior management, and focuses its attention on matters affecting the Company's long term objectives and plans for achieving these objectives, the Group's overall business and commercial strategy as well as overall policies and guidelines.
Decisions relating to the aforesaid matters and any acquisitions or disposal of businesses, investments, or transactions or commitments of any kind where the actual or potential liability or value exceed the threshold for discloseable transactions for the Company (as defined in the Listing Rules from time to time) are reserved for the Board.
The Board meets from time to time according to the business requirement of the Company. During the year, four board meetings were held to review financial results and business development. In order to meet tight time constraints and make timely decision for the Company's policies and businesses, Board approvals have also been sought by circulation of resolutions in writing from time. to time in accordance with the Articles of Association of the Company. Directors' attendance by electronic means including telephone conferencing is counted as attendance at a physical board meeting. The Company Secretary shall attend all regular board meetings to advise on statutory compliance and corporate governance, when necessary.