Corporate Governance

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Nomination Committee and Appointment of Directors

(Extracted from the Corporate Governance Report contained in the Company's 2017/18 Annual Report dated 13 September 2018)

The Nomination Committee was established in June 2005 and is chaired by Professor Wong Yue-chim, Richard, an Independent Non-Executive Director. Other members of the Committee are Mr. Kwan Cheuk-yin, William, Mr. Yip Dicky Peter and Dr. Leung Nai-pang, Norman. All members are Non-Executive Directors and the majority of them are Independent Non-Executive Directors.

The Nomination Committee is responsible for formulating policy and making recommendations to the Board on nominations and appointment of Directors, and Board succession. The Committee develops selection procedures for candidates, and will consider different criteria including appropriate professional knowledge and industry experience, as well as consult external recruitment professionals when required. The Committee also reviews the size, structure and composition of the Board and assesses the independence of the Independent Non-Executive Directors. The Committee is provided with sufficient resources enabling it to perform its duties and it can seek independent professional advice at the Company’s expense if necessary. The Committee’s specific terms of reference are available on the websites of the Company and HKEx.

During the year ended 30 June 2018, the Nomination Committee reviewed the structure, size and composition of the Board. It also reviewed the retirement and re-election of Directors, including two Independent Non-Executive Directors who have served the Company for more than nine years, and recommended the appointment of an Independent Non-Executive Director to the Board. The Committee held a meeting during the year and the attendance records of the members at the meeting are set out below:

 Committee members Meeting attended / held
Wong Yue-chim, Richard 1/1
Kwan Cheuk-yin, William 1/1
Yip Dicky Peter 1/1
Leung Nai-pang, Norman 1/1

All Directors have formal letters of appointment setting out the key terms of their appointments. In accordance with the Articles of Association, new Director appointed by the Board shall hold office until the next following AGM or general meeting of the Company and shall then be eligible for re-election. In addition, one-third of the Directors are required to retire from office by rotation and are eligible for re-election at each AGM and each Director should be subject to retirement by rotation at least once every three years. Non-Executive Directors (including Independent Non-Executive Directors) will be subject to a term of approximately two years commencing from the date of the AGM at which they are re-elected and expiring at the AGM to be held two years thereafter, and they shall be eligible for re-election at that AGM for a like term upon the expiry of their term of office. In addition, when an Independent Non-Executive Director proposed for re-election has served the Company for more than nine years, his or her re-election will be subject to a separate resolution to be approved at the AGM.

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