Investor Relations
Metro Lifestyle Sub Group
Galaxy Capital Sub Group
Our Commitments
SEHK: 1560
The Board is dedicated to maintain a high standard of corporate governance practices and business ethics as the firm believes that they are essential for maintaining and promoting investors’ confidence and maximizing shareholders’ returns. The Board reviews its corporate governance practices from time to time in order to meet the rising expectations of stakeholders and comply with the code provisions under the CG Code contained in Appendix 14 in the Listing Rules, as well as to fulfill its commitment to excellent corporate governance. Our Group will comply with the Corporate Governance Code as set out in Appendix 14 to the Listing Rules with the exception for code provision C.2.1, which requires the roles of chairman and chief executive officer be in different individuals.
Under code provision C.2.1 of the CG Code, the roles of chairman and chief executive officer should be separate and should not be performed by the same individual. Mr. Chan Man Fai Joe currently holds both positions. Throughout our business history, Mr. Chan Man Fai Joe has been the key leadership figure of the Group who has been primarily involved in the formulation of business strategies and determination of the overall direction of the Group. He has also been chiefly responsible for the Group’s operations as he directly supervises our senior management.
The Company has considered the issue of balance of power of authority on the Board and believes the structure of the Company, including strong independent elements in the Board, delegation of authorities to the management, supervision by the Board and Board committees, is sufficient to address the potential issue on power concentration. All Directors, who bring different experience and expertise to the Company, are properly briefed on issues arising at Board meetings and that adequate, complete and reliable information is received by the Directors. Furthermore, decisions of the Board are made by way of majority votes. The Board believes that this structure is conducive to a more precise and more promptly response to the fast changing business environment and a more efficient management and implementation of business process. The Board also considers that vesting two roles in the same person provides the Group with strong and consistent leadership in the development and execution of the Group’s business strategies. The Board considers Mr. Chan Man Fai Joe the best candidate for both positions and the present arrangements are beneficial and in the interests of our Company and our shareholders as a whole.
Our Directors will review our corporate governance policies and compliance with the Corporate Governance Code each financial year and comply with the ‘‘comply or explain’’ principle in our corporate governance report which will be included in our annual reports upon Listing.
Our Board consists of seven Directors, including two Executive Directors, two Non-Executive Directors and three Independent Non-Executive Directors.
Our Company established the Audit Committee on 27 June 2016 with written terms of reference in compliance with Rule 3.21 of the Listing Rules and paragraph C.3 of the Corporate Governance Code as set out in Appendix 14 to the Listing Rules. The audit committee comprises three independent non executive Directors, including, Ms. Chan Wah Man Carman (chairman of the audit committee), Mr. Lee Chung Ming Eric and Dr. Wong Wai Kong. The duties of the Audit Committee include reviewing, in draft form, the annual report and accounts, half year report and quarterly reports and providing advice and comments to the Board. In this regard, members of the Audit Committee will liaise with the Board, the senior management, the reporting accountants and auditors of our Company. The Audit Committee will also consider any significant or usual items that are, or may need to be, reflected in such reports and accounts and give consideration to any matters that have been raised by the accounting staff or auditors. Members of the Audit Committee are also responsible for reviewing our Group’s financial reporting process and internal control system.
Our Company established the Remuneration Committee on 27 June 2016 which comprises one executive Director and two independent non executive Directors, namely, Mr. Chan Man Fai Joe, Dr. Wong Wai Kong and Ms. Chan Wah Man Carman and with Ms. Chan Wah Man Carman being the chairman of the Remuneration Committee. Written terms of reference in compliance with paragraph B.1 of the Corporate Governance Code as set out in Appendix 14 to the Listing Rules have been adopted. Among other things, the primary duties of the Remuneration Committee are to determine the specific remuneration packages of all executive Directors, non executive Directors and senior management, including benefits in kind, pension rights and compensation payments, including any compensation payable for loss or termination of their office or appointment, and make recommendations to the Board on the remuneration of independent non executive Directors.
Our Company established the Nomination Committee on 27 June 2016 which comprises one executive Director and two independent non executive Directors, namely, Mr. Chan Man Fai Joe, Dr. Wong Wai Kong and Mr. Lee Chung Ming Eric with Mr. Chan Man Fai Joe being the chairman of the Nomination Committee. Written terms of reference in compliance with paragraph A.5 of the Corporate Governance Code as set out in Appendix 14 to the Listing Rules have been adopted. The Nomination Committee is mainly responsible for making recommendations to the Board on appointment of our Directors and succession planning for our Directors.
The risk control committee was established on 27 June 2016, its members include, Mr. Yim Kwok Man (chairman of the risk control committee), Mr. Tsui Wing Tak, Mr. Chan Man Fai Joe, and Ms. Cheung Wai Shuen, and Mr. Lee Chung Ming Eric.
The primary responsibilities of the risk control committee include, among others, supervising and monitoring the risks and compliance management system of our Company, including the policies, structure and specific responsibilities. The senior management of the Group, supported by the executive Director, risk control committee, is responsible for the design, implementation and monitoring of the risk management and internal control systems, and for providing regular reports to the Internal audit and executive Director.
