2013 — Page 35

Hong Kong Ferry (Holdings) Company Limited Annual Report 2013

Corporate Governance Report (Continued)

BOARD COMMITTEES (Continued)

Nomination Committee (Continued)

The summary of the work performed by the Nomination Committee during the year ended 31 December 2013

included:

(i)

(ii)

(iii)

(iv)

(v)

To review the structure, size and composition (including the skills, knowledge, experience and length of service) of the Board; and make

recommendations on any proposed changes to the Board to complement the Company's corporate strategy with due regards to the Board Diversity

Policy;

To consider the skills mix needed in respect of

Directors and make recommendations to the Board;

To assess the independence of independent

non-executive Directors and review the independent

non-executive Directors' annual confirmations on their independence; and make disclosure of its

review results in the Corporate Governance Report;

To review the time required for a Director to perform

his responsibilities; and

In March 2014, the Nomination Committee reviewed

and assessed the independence of Independent Non-executive Directors of the Company and the independency status of an Independent Non-executive Director who has served the Board for

more than nine years pursuant to the Listing Rules.

DIRECTORS' SECURITIES TRANSACTIONS

The Company has adopted the Model Code for Securities

Transactions by Directors of Listed Issuers (the "Model Code")

as set out in Appendix 10 to the Listing Rules as the code for

dealing in securities of the Company by the directors. Having made specific enquiry, the Company confirmed that all

Directors of the Company have complied with the required.

standard as set out in the Model Code throughout the year

ended 31 December 2013.

The Company has also adopted the written guidelines on no less exacting terms than the Model Code for those relevant employees, (including employees of the Company or Directors or employees of its subsidiaries who, because

of such office or employment, is likely to be in possession of unpublished price sensitive information in relation to the Company or its securities) in respect of their dealings in the securities of the Company.

DIRECTORS' AND AUDITOR'S RESPONSIBILITIES FOR ACCOUNTS

The Board, supported by the Chief Financial Officer and the accounts department, is responsible for the preparation of the financial statements of the Group and the Company. The Directors acknowledge their responsibility for preparing

the financial statements for each financial period to give

a true and fair view of the state of affairs of the Company. In preparing the financial statements for the year ended 31 December 2013, the Directors have selected suitable accounting policies and applied them consistently, made. judgments and estimates that are prudent, fair and reasonable and prepared the financial statements on a going

concern basis.

The statement of the Independent Auditor of the Company regarding their reporting responsibilities on the accounts of the Company is set out on pages 42 and 43 of this annual

report.

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