2018E — Page 30

CORPORATE GOVERNANCE REPORT (CONTINUED)

BOARD COMPOSITION

The Board currently has eight Directors including two Executive Directors, three Non-executive Directors and three

Independent Non-executive Directors. The names of the Directors of the Company are as follows:

Executive Directors

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

Non-executive Directors

Mr. Au Siu Kee, Alexander

Mr. Lau Yum Chuen, Eddie

Dr. the Hon. Lee Shau Kee

Independent Non-executive Directors

Mr. Ho Hau Chong, Norman Ms. Wong Yu Pok, Marina Mr. Wu King Cheong

The changes to the composition of the Board during the year and up to the date of this Annual Report were as follows:

Mr. Leung Hay Man was the Independent Non-executive Director and served the Board until October 2018. Mr. Wong Man Kong, Peter was the Non-executive Director and served the Board until March 2019.

The biographical details of the Directors are set out in the section headed "Directors' and Senior Management's Profile" on pages 3 to 6 of this Annual Report. A list of the Directors and their role and function is available on the websites of the Company (www.hkf.com) and Hong Kong Exchanges and Clearing Limited ("HKEX") (www.hkexnews.hk) respectively.

Dr. Lee Shau Kee and Mr. Li Ning are deemed as having substantial interests in the total number of issued shares of the Company under Part XV of the Securities and Futures Ordinance ("SFO"). Dr. Lee is the father-in-law of Mr. Li Ning. Dr. Lee Shau Kee, Dr. Lam Ko Yin, Colin and Mr. Lau Yum Chuen, Eddie are executive directors of Henderson Land Development Company Limited ("HLD"). Mr. Wu King Cheong is an independent non-executive director of HLD. HLD has discloseable interests under the provisions of the SFO in the Company.

Save as disclosed above, there is no financial, business, family or other material or relevant relationship among the Directors.

BOARD DIVERSITY POLICY

The Board has approved and adopted the Board Diversity Policy setting out the approach to achieve diversity on the Board in August 2013 and reviewed and updated in December 2018. The Nomination Committee of the Company has considered measurable objectives mainly on gender, age, professional experience and ethnicity to implement the Board Diversity Policy. The Company recognises and embraces the benefits of having a diverse Board to enhance the quality of its performance. The selection and recommendation of candidates will be based on the nomination procedures, process and criteria adopted by the Board and a range of diversity perspectives, which would include but not be limited to gender, age, cultural and educational background, professional experience, skills, knowledge and length of service. The ultimate decision will be based on merit and contribution that the selected candidates will bring to the Board.

The Board is satisfied that its composition is appropriate being considered the skills, experience and attributes of the Directors. The Nomination Committee will monitor the implementation of the Board Diversity Policy and review the policy as appropriate. The Board Diversity Policy can be found and accessible on the website of the Company (www.hkf.com).

Hong Kong Ferry (Holdings) Company Limited Annual Report 2018

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