CORPORATE GOVERNANCE REPORT (CONTINUED)
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
Dr. 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. A list of the Directors and their role and function is available on the websites of the Company (www.hkf.com) and the Stock Exchange (www.hkexnews.hk) respectively.
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, Dr. Lam Ko Yin, Colin, Messrs. 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.
The Board adopted the Board Diversity Policy setting out the approach to achieve diversity on the Board in August 2013. The Board noted that the measurable objectives have been set for implementing the policy. In addition, the Board is satisfied that its composition is appropriate being considered the skills, experience and attributes of the Directors. 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 is responsible 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.
The appointment of Independent Non-executive Directors adheres to the guidelines for assessing independence as set out in Rule 3.13 of the Listing Rules.
According to the Articles of Association of the Company, a newly appointed Director shall hold office until the next following general meeting of the Company (in case of filling a casual vacancy) or until the next following annual general meeting of the Company (in case of an addition to the Board) and shall then be eligible for re-election at that general meeting.
In accordance with the Articles of Association of the Company, no director shall hold office for a continuous period in excess of three years, or past the third annual general meeting, following the Director's appointment or re-election, whichever is the longer, without submitting for re-election at an annual general meeting of the shareholders.
In addition, at each annual general meeting one-third of the Directors for the time being or, if their number is not three or a multiple of three, the number nearest to but not less than one- third, shall retire from office by rotation at least once every three
years.
Hong Kong Ferry (Holdings) Company Limited Annual Report 2014
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