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Hong Kong Ferry (Holdings) Company Limited Annual Report 2013

Corporate Governance Report (Continued)

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 Mr. 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 3.10(2), and 3.10A of the Listing Rules. Rule 3.10(1) of the Listing Rules requires that every board of directors of a listed issuer must include at least three

independent non-executive directors and Rule 3.10(2) of the Listing Rules requires that at least one of the independent non-executive directors must have appropriate professional qualifications or accounting or related financial management expertise. Rule 3.10A of the Listing Rules requires that an

issuer must appoint independent non-executive directors representing at least one-third of the board.

All non-executive directors (including independent non-executive directors) of the Company have been appointed for a specific term to 31 December 2016. They are eligible for re-appointment and subject to re-election.

on retirement by rotation in accordance with the Company's

Articles of Association.

The Chairman, even though he is an Executive Director, held a meeting with all Non-executive Directors (including all Independent Non-executive Directors) without the presence of another Executive Director during the year.

CONFIRMATION OF INDEPENDENCE

The Board has received confirmation of independence from

each of Mr. Ho Hau Chong, Norman, Mr. Leung Hay Man, Ms. Wong Yu Pok, Marina and Mr. Wu King Cheong pursuant to Rule 3.13 of the Listing Rules.

All independent non-executive directors also meet the

guidelines for assessment of their independence as set out

in Rule 3.13 of the Listing Rules. The Board has not been

aware of the occurrence of any events which would cause it to believe that their independence has been impaired.

The Nomination Committee and the Board noted that Mr.

Ho is an executive director of Miramar and a director of

Wealth Team Development Limited ("Wealth Team"), which

is an indirect subsidiary of HLD. Mr. Ho also has an indirect

beneficial interests of 9.9% in all issued share capital of Wealth Team, but is not involved in the management and

operation of Wealth Team. Miramar, Wealth Team and HLD

are connected persons of the Company under the Listing

Rules. Save as aforesaid, Mr. Ho has complied with other

conditions set out in Rule 3.13 of the Listing Rules.

In view of the fact that Mr. Ho does not have any material

interests in any principal business activity of and is not

involved in any material business dealings with the Company, or any of its subsidiaries or with any connected

persons of the Company, and that both the management and the operations of the Miramar group and the Group are totally independent from each other, the Board in good faith considers that the independence of Mr. Ho as an independent non-executive director of the Company is not in any way affected by his directorships in both Miramar and

Wealth Team.

Mr. Leung Hay Man had certain services rendered in the past falling within the independence guideline in Rule 3.13(3) of the Listing Rules, and had/has previous/existing directorships falling within the independence guideline in Rule 3.13(7) of the Listing Rules, among the factors affecting independence:

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