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Before 2004 |
In 2010 |
| Segregation of duties |
- There was room for improvement in terms of seperating the roles of Chairman and Chief Executive Officer (“CEO”).
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- The roles of Chairman and CEO are separate and there is a clear division of power and authority in the Board, so that power is not concentrated in any one individual.
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| Frequency of meetings |
- There was room for improvement in this area by making the arrangement for board meetings to be held regularly.
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- Other than the board meetings for daily operations, the Board meets at least on a quarterly basis.
- Agenda will be sent to the Directors before a regular board meeting.
- At least 14 days’ notice is given prior to such meeting.
- Critical issues are discussed by the Board, and no individual Director or person can influence the decision of the Board.
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| Board approval |
- These was room for improvement by setting up a set of more comprehensive guidelines for matters that required the Board’s approval.
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- Any transaction (including connected transactions) over HK$1 million must be approved by the Board.
- If a substantial shareholder/Director (or any of his/her associates) has a conflict of interest in a matter, he or she must abstain from voting.
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| Emphasis on compliance |
- There was room for improvement by repeatedly reviewing new rules or ordinances
- There was room for improvement in the ways the Company sought the legal opinions, for example, to seek a second opinion from a different law firm.
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- A seminar relating to a new ordinance was arranged for the employees, and a speaker who has extensive experience in that subject was invited to introduce the contents of the ordinance during the seminar.
- The Company review new rules or ordinances more than once.
- Emphasis is placed on the strict compliance of listing rules and ordinances. In case of doubt, the Company will seek a second professional opinion from a different law firm.
- The Group has retained the following legal advisers: As to Hong Kong law
- P.C. Woo & Co.
- D.S. Cheung & Co.
- Michael Li & Co.
- Chiu & Partners
- Andrew Law & Franki Ho
- Huen & Partners
As to Bermuda law
As to the PRC law
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| Standardisation of Work Flow |
- There was room for improving the Company’s corporate governance by developing a corporate governance handbook.
- There was room for improvement by setting up the more detailed business operation manuals.
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- The Board strictly follows the corporate governance practices, and has properly compiled the Corporate Governance Handbook.
- To lower the business risk, the Group has followed the standardised work flow prudently.
- The more detailed operation manuals have been set up.
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| Independent element in the Board |
- As there were only two Independent Non-Executive Directors (“INEDs”) on the Board, there was room to improve the independent element on the Board by increasing the number of INEDs.
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- The Company has appointed four INEDs, one more than that required by the Listing Rules.
- To uphold the independency of the Board, the Company has set up an Independent Committee to provide the Board independent advice on the matters relating to legal proceedings against certain current and former directors and the prolonged suspension.
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| Transparency |
- There was not yet a representative of minority shareholders in a committee of the Company.
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- To increase transparency of the Independent Committee, a representative of minority shareholders has been accepted as a member of the Committee.
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| Efficiency |
- There was only one committee under the Board.
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- To maintain the efficiency of the Board, the Company has set up four committees, namely the Audit Committee, Remuneration Committee, Nomination Committee and Independent Committee.
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| Professionalism |
- There was room for improvement in the Group’s management and operation styles.
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- For its brokerage business, there are four senior responsible officers who are registered under the SFO.
- There are five certified public accountants, two of whom are Board members.
- There are various experienced legal advisers who provide professional legal opinions to the Board when necessary.
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| Internal controls |
- There was room for improvement in the Company’s internal controls system.
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- An internal controls review is performed annually and the result is satisfactory.
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| Shareholders’ interests |
- The scope of shareholders’ interests can be further expanded.
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- A Special General Meeting was convened at the request of minority shareholders in 2009 in which shareholders freely expressed their views.
- The votes of shareholders at general meetings are taken by poll.
- Starting from the time of Suspension in 2004:
- A number of dividends and bonus share issue proposals have been recommended and implemented. For more details, please refer to the section titled “Dividends” above; and
- the Company has also arranged various gift redemption proposals for its shareholders.
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| Shareholders’ services |
- The shareholders’ services can be further strengthened.
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- A wholly-owned subsidiary, Shareholders Service Centre Limited, has been set up to enhance the Company’s shareholders services.
- Shareholders can contact the Company via the following ways:
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