CORPORATE GOVERNANCE REPORT (CONTINUED)
APPOINTMENT AND RE-ELECTION OF DIRECTORS (Continued)
Ms. Wong has met the independence guidelines set out in Rule 3.13 of the Listing Rules and has also given an annual confirmation of her independence to the Company. Ms. Wong has served in this capacity for more than nine years. Notwithstanding her long-term service, given her extensive. commercial and financial experiences, the Nomination. Committee and the Board are of the opinion that she continues to bring independent and objective perspectives to the Company's affairs and provides valuable insights to the management. The Nomination Committee also considered that Ms. Wong has continuously contributed to the Company and the Board with her relevant experience and knowledge throughout her years of service. The Nomination Committee and the Board, therefore, recommended her to be re-elected. Ms. Wong shall retire by rotation in accordance with the Articles of Association at the 2017 annual general meeting. Her further appointment should be subject to a separate resolution to be approved by Shareholders at the 2017 annual general meeting in accordance
with the Code.
The appointment of independent non-executive directors adheres to the guidelines for assessing independence set out in Rule 3.13 of the Listing Rules.
According to the Articles of Association, 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 (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, 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 of the Company.
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.
The procedures for shareholders of the Company to propose a person for election as a Director are available and accessible on the website of the Company (www.hkf.com) and to the section of "Procedures for Shareholders to propose a person for election as a director" on page 37 of this Corporate Governance Report.
CHAIRMAN AND GROUP GENERAL MANAGER
The roles of the Chairman and the Group General Manager of the Company are taken by two separate individuals who are not related to each other. The separation of the roles of the Chairman
and the Group General Manager enables a clear division of responsibilities between the Chairman of the Board and the Group General Manager and also provides checks and balances effect.
The role of the Chairman of the Board is taken by Dr. Lam Ko Yin,
Colin while the role of the Group General Manager (whose status is equivalent to chief executive officer for the purpose of the
Code but not otherwise) is taken by Ir. Dr. Ho Chi Shing, David. The key function of the Chairman is the management of the Board whereas the key function of the Group General Manager is the day-to-day management of the Company's business.
NON-EXECUTIVE DIRECTORS
The Company has complied with the requirements under Rules 3.10(1) and 3.10A of the Listing Rules of having at least three independent non-executive directors, representing one-third of the Board. One of the independent non-executive directors has the appropriate professional qualifications or accounting or related financial management expertise as required by Rule 3.10(2) of the Listing Rules.
All Non-executive Directors (including Independent Non- executive Directors) of the Company have been appointed for a specific term to 31 December 2019. They are eligible for re-appointment and subject to re-election on retirement by rotation in accordance with the Articles of Association.
Hong Kong Ferry (Holdings) Company Limited Annual Report 2016
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