Corporate Governance

Corporate Governance

The Board has adopted various policies to ensure compliance with the code provisions of the Corporate Governance Code (the “CG Code”) under Appendix 15 of the GEM Listing Rules. The Company will continue to enhance its corporate governance appropriate to the conduct and growth of its business and to review its corporate governance from time to time to ensure they comply with the statutory and the CG Code and align with the latest developments.

Audit Committee

The Company established an audit committee pursuant to a resolution of the directors passed on 25 June 2011 with written terms of reference in compliance with Rules 5.28 and 5.29 of the GEM Listing Rules. The written terms of reference of the audit committee was adopted in compliance with paragraph C3.3 of the CG Code as set out in Appendix 15 to the GEM Listing Rules. The terms of reference setting out the audit committee’s authority, duties and responsibilities are available on both the GEM website and the Company’s website.

The primary duties of the audit committee, among other things, are to make recommendation to the Board on the appointment, re-appointment and removal of external auditor, review the financial statements and material advice in respect of financial reporting, and oversee internal control procedures of the Company.

Term of reference

Remuneration Committee
The Company established a remuneration committee pursuant to a resolution of the directors passed on 25 June 2011 with written terms of reference in compliance with paragraph B1.2 of the CG Code as set out in Appendix 15 to the GEM Listing Rules. The terms of reference setting out the remuneration committee’s authority, duties and responsibilities are available on both the GEM website and the Company’s website.

The primary duties of the remuneration committee are to make recommendation to the Board on the overall remuneration policy and structure relating to all directors and senior management of the Group; review performance based remuneration; and ensure none of the directors determine their own remuneration. The remuneration committee of the Company has adopted the operation model where it performs an advisory role to the Board, with the Board retaining the final authority to approve the remuneration packages of individual executive directors and senior management.

Term of reference

Nomination Committee
The Company established a nomination committee by the Board at the Board meeting held on 23 March 2012 with written terms of reference in compliance with paragraph A5.2 of the CG Code as set out in Appendix 15 to the GEM Listing Rules. On 22 October 2013, the Board adopted a set of the revised terms of reference of the nomination committee of the Company in line with the GEM Listing Rules requirement in relation to board diversity effective from 1 September 2013. The revised terms of reference setting out the nomination committee’s authority, duties and responsibilities are available on both the GEM website and the Company’s website.

The primary duties of the nomination committee are to make recommendations to the Board on nomination and appointment of drectors and Board succession, with a view to appoint to the Board individuals with suitable experience and capabilities to maintain and improve the competitiveness of the Company.

Term of reference

Memorandum and Articles of Association
Memorandum and Articles of Association

Procedures for shareholder to propose a new director
Procedures for shareholder to propose a new director

Shareholders communication policy
Shareholders communication policy