CORPORATE GOVERNANCE REPORT (CONTINUED)
BOARD COMMITTEES (Continued)
Remuneration Committee
The Remuneration Committee of the Company has been established with written terms of reference setting out duties, responsibilities and authorities delegated to them by the Board. The Remuneration Committee comprises three Independent Non-executive Directors, namely, Mr. Wu King Cheong (Chairman of the Remuneration Committee), Mr. Ho Hau Chong, Norman and Ms. Wong Yu Pok, Marina and two Executive Directors namely Dr. Lam Ko Yin, Colin and Mr. Li Ning.
Mr. Leung Hay Man was the member of the Remuneration Committee until October 2018. Save for the above, there is no change in the composition of the Remuneration
Committee.
The terms of reference of the Remuneration Committee are available on the websites of the Company (www.hkf.com) and HKEX (www.hkexnews.hk) respectively.
The Remuneration Committee has adopted the operation model where it performs to make recommendations to the Board on the Company's policy and structure for all Directors' and senior management's emolument and on the establishment of a formal and transparent procedure for
developing emolument policy.
The Remuneration Committee is responsible for reviewing the policy and structure for the emolument of all Directors and senior management of the Company, assessing performance of executive directors and establishment of a formal and transparent procedure for developing policy on
such emolument.
The emolument of the Directors and senior management is
determined by reference to the skills, knowledge and the tasks assigned and also to the individual performance and the overall profitability, corporate goals and objectives of the Company as a whole. In determining the emolument package, the Committee will also obtain relevant information from external source and consider factors such as salaries paid by comparable companies, time commitment and responsibilities of the Directors, etc.
During the year, one remuneration committee meeting was held. During the meeting, the Remuneration Committee members reviewed and determined the emolument package of the staff including the senior management of the Company and made recommendations on the fees of all the Directors of the Company for the year ended 31 December
2018.
Nomination Committee
The Nomination Committee has been established with
written terms of reference setting out duties, responsibilities and authorities delegated to them by the Board. The Nomination Committee comprises two Executive Directors namely Dr. Lam Ko Yin, Colin (Chairman of the Nomination Committee) and Mr. Li Ning and three Independent Non-executive Directors, namely, Mr. Ho Hau Chong, Norman, Ms. Wong Yu Pok, Marina and Mr. Wu King Cheong.
The terms of reference of the Nomination Committee was reviewed by the Nomination Committee and has also been updated in the year to enhance the procedures and align with regulatory requirements (including the amendments to the Code and Listing Rules applicable from 1 January 2019), and recommended the same to the Board for approval. The
revised terms of reference of the Nomination Committee are available on the websites of the Company (www.hkf.com) and HKEX (www.hkexnews.hk) respectively.
The Nomination Committee is responsible for reviewing the structure, size, diversity and composition (including the skills, knowledge, experience and length of service) of the Board at least annually and make recommendations on any proposed changes to the Board to implement the Company's corporate strategy, with due regards to the Board Diversity Policy. It also identifies individuals suitably qualified to become Board members and select or make recommendations to the Board on the selection of individuals nominated for directorships and to assess the independence of independent non-executive directors and make recommendations to the Board on the appointment or re-appointment of directors and succession planning for directors, in particular the chairman and the chief executive. The Nomination Committee shall consider the candidate from a wide range of backgrounds, on his/her merits and against objective criteria set out by the Board and taking into consideration of his/her time devoted to the position.
Hong Kong Ferry (Holdings) Company Limited
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Annual Report 2018
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