2015 — Page 17

REPORT OF THE DIRECTORS (CONTINUED)

SHARE CAPITAL

Details of the movements in share capital of the Company during the year are set out in note 23 to the financial

statements.

DIRECTORS

The directors of the Company during the year ended 31 December 2015 and up to the date of this report were:

Executive Directors

Dr. Lam Ko Yin, Colin (Chairman of the Board) Mr. Li Ning

Non-executive Directors

The Company has received from each Independent Non- executive Director an annual confirmation of his/her

independence pursuant to Rule 3.13 of the Listing Rules and the Company considered all of them to be independent.

BIOGRAPHICAL DETAILS OF DIRECTORS AND SENIOR MANAGEMENT

Biographical details of Directors and Senior Management are set out on pages 3 to 8 of this Annual Report.

DIRECTORS' AND CHIEF EXECUTIVE'S EMOLUMENTS

Details of Directors' and Chief Executive's emoluments are set

out in note 7 to the financial statements.

Mr. Au Siu Kee, Alexander

Mr. Lau Yum Chuen, Eddie

Dr. the Hon. 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 list of the names of the Directors of the Group's subsidiaries is available on the website of the Company (www.hkf.com).

In accordance with Article 103(A) of articles of association of the

Company (the "Articles of Association") and Corporate Governance Code set out in Appendix 14 to the Rules Governing the Listing of Securities (the "Listing Rules") on The Stock Exchange of Hong Kong Limited (the "Stock Exchange"), Mr. Li Ning, Mr. Au Siu Kee, Alexander, Mr. Ho Hau Chong, Norman and Mr. Wu King Cheong shall retire by rotation at the forthcoming AGM, and, being eligible, offer themselves for re- election. Mr. Ho Hau Chong, Norman and Mr. Wu King Cheong have served as Independent Non-executive Directors of the Company for more than nine years. Under the Corporate

Governance Code, their further appointment should be subject

to separate resolution to be approved by the shareholders.

DIRECTORS' INTERESTS IN

TRANSACTIONS, ARRANGEMENTS OR CONTRACTS

Except for the "Connected Transactions" as disclosed in this report, no other transaction, arrangement or contract of significance to which the Company, or any of its holding company, subsidiaries or fellow subsidiaries was a party, and in which a director of the Company had a material interest, subsisted at the end of the year or at any time during the year.

DIRECTORS' SERVICE CONTRACTS

None of the directors proposed for re-election at the 2016 AGM has service contract with the Company which is not determinable by the Company or any of its subsidiaries within one year without payment other than statutory compensation.

PERMITTED INDEMNITY PROVISION

According to the Articles of Association, every Director or other officer of the Company shall be entitled to be indemnified out of the assets of the Company against all losses or liabilities to the fullest extent permitted by the Companies Ordinance,

Chapter 622 of the Laws of Hong Kong which he may sustain or

incur in or about the execution of the duties of his office or

otherwise in relation thereto. The Company has arranged appropriate directors' and officers' liability insurance coverage for the Directors and officers of the Group.

香港公共圖書館 Hong Kong Public Libraries

Hong Kong Ferry (Holdings) Company Limited Annual Report 2015

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