CORPORATE GOVERNANCE REPORT (CONTINUED)
CONFIRMATION OF INDEPENDENCE (Continued)
Mr. Leung owns a company (the "Consultancy Co") which used to provide general consultancy services to the Company for certain years. The Consultancy Co has stopped providing services to the Company and no service fee has been paid by the Company to it as from June 2012. Given that the consultancy fee paid by the Company was insignificant and immaterial, the Company considers that such services rendered in the past have no bearing on his independence.
Having regard that the previous non-executive directorships of Mr. Leung involved no active management role in the Company, HLD and Henderson Investment Limited and that Mr. Leung has been re-designated as an independent non-executive director of each of HLD and Henderson Investment Limited from August 2012, the Company considers that the previous non-executive roles of Mr. Leung in the Company, HLD and Henderson Investment Limited have no bearing on his independence as an Independent Non-executive Director of the Company.
DIRECTORS' INDUCTION AND CONTINUOUS PROFESSIONAL DEVELOPMENT
On appointment to the Board, each Director receives comprehensive induction covering business operations, policy and procedures of the Company as well as the general, statutory and regulatory obligations of being a Director to ensure that he/ she is sufficiently aware of his/her responsibilities under the Listing Rules and other relevant regulatory requirements.
The Directors are regularly briefed on the amendments to or updates on the relevant laws, rules and regulations. In addition, the Company has been encouraging the Directors and senior management to enroll in a wide range of professional development courses and seminars relating to the Listing Rules, the Companies Ordinance, Chapter 622 of the Laws of Hong Kong (the "Companies Ordinance") and corporate governance practices organised by professional bodies and institutions in Hong Kong so that they can continuously update and further improve their relevant knowledge and skills.
From time to time, Directors are provided with written reading materials to develop and refresh their professional skills; the Group also organises and arranges seminars on the latest
development of applicable laws, rules and regulations for the Directors to assist them in discharging their duties. During the year, the Group arranged for the Directors and senior management to attend two in-house workshops with distinguished speakers from the professional fields on topics of legal, compliance and tax updates.
The Group continuously updates Directors on the latest developments regarding the Listing Rules and other applicable regulatory requirements, to ensure compliance and enhance their awareness of good corporate governance practices.
According to the records maintained by the Company, the Directors received the following training(s) in compliance with the requirement of the Code regarding the training records. receiving on continuous professional development for the year ended 31 December 2014:
BOARD OF DIRECTORS
Executive Directors
Dr. Lam Ko Yin, Colin (Chairman) Mr. Li Ning
Non-executive Directors
Mr. Au Siu Kee, Alexander
Mr. Lau Yum Chuen, Eddie
Dr. Lee Shau Kee
Mr. Wong Man Kong, Peter
Independent Non-executive Directors
Mr. Ho Hau Chong, Norman Mr. Leung Hay Man Ms. Wong Yu Pok, Marina Mr. Wu King Cheong
a: corporate governance b: regulatory
C: accounting and finance
Type of trainings
a, b
a, b
a, b, c
a, b
a, b
a, b
a, b, c
a, b
a, b, c
a, b
DIRECTORS' AND OFFICERS' INSURANCE
The Company has arranged appropriate insurance cover in respect of potential legal actions against its Directors and officers.
Hong Kong Ferry (Holdings) Company Limited Annual Report 2014
27
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