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CORPORATE GOVERNANCE REPORT (CONTINUED)
APPOINTMENT AND RE-ELECTION OF DIRECTORS (Continued)
In accordance with the Articles of Association, no Director
shall hold office for a continuous period in excess of three years, or past the third annual general meeting, following the Director's appointment or re-election, whichever is the longer, without submitting for re-election at an annual general meeting of the shareholders of the Company.
In addition, at each annual general meeting one-third of the Directors for the time being or, if their number is not three or
a multiple of three, the number nearest to but not less than one-third, shall retire from office by rotation at least once every three years.
The procedures for shareholders of the Company to propose a person for election as a Director are available and accessible on the website of the Company (www.hkf.com) and to the section of "Procedures for Shareholders to
propose a person for election as a director" on page 41 of this Corporate Governance Report.
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 Dr. 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 3.10A of the Listing Rules of having at least three independent non-executive directors, representing one-third of the Board. One of the independent non-executive directors has the appropriate professional qualifications or accounting or related financial management expertise as required by Rule 3.10(2) of the Listing Rules.
All Non-executive Directors (including Independent Non-executive Directors) of the Company have been appointed for a specific term to 31 December 2019. They are eligible for re-appointment and subject to re-election on retirement by rotation in accordance with the Articles of
Association.
CONFIRMATION OF INDEPENDENCE
The Nomination Committee and the Board noted that Mr.
Ho Hau Chong, Norman is an executive director of Miramar Hotel and Investment Company, Limited ("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.
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. Save as aforesaid, Mr. Ho has complied with other conditions set out in Rule 3.13 of the Listing Rules.
Hong Kong Ferry (Holdings) Company Limited Annual Report 2018
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