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Hong Kong Ferry (Holdings) Company Limited Annual Report 2013
Corporate Governance Report (Continued)
BOARD OF DIRECTORS (Continued)
Responsibility and delegation (Continued)
All Directors have been provided, on a monthly basis, with
the Group's management information updates, giving a
balanced and understandable assessment of the Group's performance, position, and budget, to keep them abreast
of the Group's affairs and facilitate them to discharge their duties under the relevant requirements of the Listing Rules.
BOARD COMPOSITION
The Board comprises ten directors including two executive directors, four non-executive directors and four independent
non-executive directors. The names of the Directors of the
Company are as follows:
Executive Directors
Mr. Lam Ko Yin, Colin (Chairman)
Mr. Li Ning
Non-executive Directors
Mr. Au Siu Kee, Alexander
Mr. Lau Yum Chuen, Eddie
Dr. the Hon. Lee Shau Kee
Mr. Wong Man Kong, Peter
Independent Non-executive Directors
Mr. Ho Hau Chong, Norman
Mr. Leung Hay Man
Ms. Wong Yu Pok, Marina
Mr. Wu King Cheong
The biographical details of the Directors are set out in the section headed "Directors' and Senior Management's Profile" of this annual report on pages 3 to 7.
Dr. Lee Shau Kee and Mr. Li Ning are deemed as having
substantial interests in the issued share capital of the Company under Part XV of the Securities and Futures Ordinance ("SFO"). Dr. Lee is the father-in-law of Mr. Li
Ning. Dr. Lee Shau Kee, Messrs. Lam Ko Yin, Colin, Li Ning, Au Siu Kee, Alexander, Lau Yum Chuen, Eddie, Leung Hay
Man and Wu King Cheong are directors of Henderson Land Development Company Limited ("HLD"). Messrs. Leung Hay Man, Wu King Cheong and Au Siu Kee, Alexander are independent non-executive directors of HLD. HLD has discloseable interests under the provisions of the SFO in the Company.
Prior to the implementation of the new code provision in Board Diversity in September 2013, the Company has already complied and adopted the board diversity policy (the "Board Diversity Policy") setting out the approach to achieve diversity on the Board in August 2013. The
Nomination Committee of the Company will monitor the implementation of the Board Diversity Policy and review the
policy as appropriate.
Save as disclosed above, there is no financial, business, family or other material or relevant relationship among the
Directors.
APPOINTMENT AND RE-ELECTION OF DIRECTORS
The Nomination Committee of the Company (the
"Nomination Committee”) has been established on 20 March
2012 to review the structure, size and composition of the Board, identify suitable candidates to the Board, and to
make recommendations on any matters in relation to the appointment or re-appointment of members of the Board. Appointment of new Directors is reserved for the Board's
approval.
The Nomination Committee ensures that the Board
comprises members with mixed skills and experience with appropriate knowledge necessary to accomplish the Group's business development, strategies, operation, challenges and opportunities. The Nomination Committee takes into account that person's skills, qualifications and expected contributions to the Company before making any recommendations to the Board in relation to the appointment or re-appointment of members of the Board.