CORPORATE GOVERNANCE REPORT (CONTINUED)
NOMINATION POLICY
The Nomination Committee noted that the proposed re-election of Ms. Wong Yu Pok, Marina ("Ms. Wong") who had been serving as an Independent Non-executive Director of the Company since May 2008 for more than nine years, shall be subject to a separate resolution to be approved by the shareholders at the annual general meeting to be held on Wednesday, 29 May 2019 (the "2019 annual general meeting") pursuant to the Code.
The Board has approved and adopted the Nomination Policy in December 2018 for identifying and evaluating candidates for nomination to the Board taking into consideration the revised Listing Rules effective from 1 January 2019. The Nomination Policy aims to set out the principles which guide the Nomination Committee to identify and evaluate a candidate for nomination to (i) the Board for appointment or (ii) shareholders of the Company for election --Ms. Wong is also a member of Audit Committee, Remuneration Committee and Nomination Committee of the
Company.
as a director of the Company. The Nomination Committee will also take into account the Board Diversity Policy and the Nomination Policy when identifying suitably qualified candidates for the Board and would review the Policies regularly to ensure their continuing effectiveness. The Nomination Policy sets out the criteria and procedures in making nominations, including but not limited to, skills, experience and professional expertise; diversity; commitment and standing. When the candidate to be nominated as an independent non-executive director, he/she must satisfy the independence criteria set out in Rule 3.13 of the Listing Rules. No candidate was nominated for directorship in 2018. The Nomination Policy can be found and accessible on the website of the Company (www.hkf.com).
APPOINTMENT AND RE-ELECTION OF DIRECTORS
The Nomination Committee is responsible to review the structure, size, diversity 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.
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 2019 annual general meeting. Her further appointment should be subject to a separate resolution to be approved by Shareholders at the 2019 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.
Hong Kong Ferry (Holdings) Company Limited
29
Annual Report 2018