Board of Directors

Composition

The Directors of the Company who served the Board are as follows:
 

Biographical particulars of the existing Directors are set out in the relevant section of (Directors' Profiles) under (About Us) section of this website.

 

Board Independence

The Board recognizes that Board independence is pivotal in good corporate governance and Board effectiveness. To ensure that a strong independent element on, and independent views and input are available to the Board for enhancing an objective and effective decision making, the Board established mechanisms for independent views and input to the Board in November 2022.

 

Summary of the mechanisms is set out below:

(i) Composition

The Board ensures the appointment of at least three Independent Non-executive Directors and at least one-third of the Board members being Independent Non-executive Directors (or such higher threshold as may be required by the Listing Rules from time to time).

(ii) Independence Assessment

The Nomination Committee must strictly adhere to the Nomination Policy with due regard to the Board Diversity Policy and the independence assessment criteria as set out under the Listing Rules upon nomination and appointment of an Independent Non-executive Directors for the Board’s approval.

The Nomination Committee will assess annually the independence of all the existing Independent Non-executive Directors who are required to confirm in writing their compliance of independence requirements as set out under Rule 3.13 of the Listing Rules.

(iii) Open Board Culture

The Chairman encourages questions and challenges from all Directors in particular of the Independent Non-executive Directors and their comments and concerns will be closely followed up and addressed. All Directors are given an opportunity to include matters in the agenda for the Board meetings.

(iv) Conflicts of Interest

If a Director has a conflict of interest in a matter that is determined to be material, the matter should be dealt with by a physical Board meeting. Independent Non-executive Directors and their close associates have no material interest in the matter should be present at that Board meeting to express their views and input on the matter.

(v) Independent Professional Advice

Directors, upon reasonable request, are able to seek independent professional advice in appropriate circumstances at the Company’s expense to assist them in the performance of their duties to the Company.

 

Role and Function

The Company is governed by the Board and the Directors are accountable to the shareholders for the activities and performance of the Group. To oversee the Group's business and development, the Board has reserved for its decision and consideration the following matters:

1.  adoption and overall oversight of objectives and strategic plans;
2.  amendment to memorandum of association and bye-laws as well as alteration of share capital;
3.  approval of interim dividends and other distribution and recommendation of final dividends for shareholders' approval;
4.  establishment of Board committees and delegation of powers of the Board to the Board committees;
5.  appointment, re-appointment, re-designation and removal of Board members;
6.  approval of significant accounting policies and practices;
7.  oversight of corporate governance, risk management and internal controls; and
8.  other significant matters.

Matters other than mentioned above have been delegated by the Board to the management and the major ones are execution of the Board's decisions (including business strategies and initiatives it has adopted) and daily operations, preparation of annual and interim financial statements for the Board's approval before public reporting, implementation of adequate systems of internal control and risk management as well as compliance with relevant requirements, rules and regulations.

The four Independent Non-executive Directors serve the relevant function of bringing independent judgement and valuable guidance and advice on the development, performance and risk management of the Group. They come from diverse business and professional backgrounds in the fields of international trading, financial, accounting, laws and business management, rendering valuable expertise and experience to promote the best interests of the Company and its shareholders as a whole and ensuring that issues are considered in an independent and a more objective manner. The Independent Non-executive Director also serve on the Audit, Remuneration and Nomination Committees of the Company.

 

Corporate Governance Function

The Board is also responsible for performing the corporate governance duties including:
1.   to develop and review the Company’s policies and practices on corporate governance;
2.   to review and monitor the training and continuous professional development of Directors and senior management;
3.   to review and monitor the Company’s policies and practices on compliance with legal and regulatory requirements;
4.   to develop, review and monitor the code of conduct applicable to employees and Directors; and
5.   to review the Company’s compliance with the Corporate Governance Code and disclosure in the Corporate Governance Report.

 

Board Diversity Policy

The Company recognises and embraces the benefits of having a diverse Board to enhance the quality of its performance. The Board Diversity Policy was updated in March 2024 to include measurable objectives for implementing the policy and progress on achieving those objectives (including the gender diversity at Board level) in accordance with the Corporate Governance Code. The Board values gender diversity and targets to appoint at least a female Director in the year 2024. The Board will take initiatives to identify suitable candidates to strengthen the Board diversity and set measurable objectives to achieve Board diversity where appropriate.

Under the Board Diversity Policy, all Board appointments will be based on meritocracy, and candidates will be considered against objective criteria, having due regard for the benefits of diversity on the Board. Selection of candidates will be considered by the Company from a number of aspects, including but not limited to cultural and educational background, experience, skills, knowledge, length of service, age and gender. The Company’s business model and specific needs will also be taken into account in determining the optimum composition of the Board.

The Nomination Committee will monitor the implementation of the Board Diversity Policy and will from time to time review the Board Diversity Policy, as appropriate, and recommend revisions to the Board for consideration and approval. 
 

The Board places emphasis on diversity (including gender diversity) across all levels of the Group. When hiring employees, the Group considers a number of factors, including gender, age, cultural and education background, qualification, ethnicity, professional experience, skills and knowledge etc.

 

Directors' Appointment, Retirement and Re-election

The Company has entered into letters of appointment with all Independent Non-executive Director with no specified length or proposed length of service with the Company as Directors. Pursuant to the Company's Bye-laws, every Director shall retire from office no later than the third annual general meeting after he was last elected or re-elected. Further, any Director appointed by the Board as an additional Board member or to fill a casual vacancy shall hold office only until the first annual general meeting of the Company after his appointment and shall then be eligible for re-election.

For an Independent Non-executive Director who has served the Company for more than nine years, his further appointment will be subject to a separate resolution to be approved by the shareholders. The papers to the shareholders accompanying that resolution will state why the Board (or the Nomination Committee) believes the director is still independent and should be re-elected, including the factors considered, the process and the discussion of the Board (or the Nomination Committee) in arriving at such determination. 

 

Meetings

The Board conducts meetings on a regular basis with at least 14 days' notice and on an ad hoc basis with reasonable notice that are required for significant and important issues. Before each Board and committee meetings, relevant agendas and documents with appropriate information are sent to Directors who are consulted for including matters in the agendas. The Board has four scheduled meetings a year to, amongst other matters, approve the final results and interim results respectively and consider financial and operating performances of the Company. All businesses transacted at the Board meetings are well-documented and the records are maintained properly. The Board members are provided with appropriate and sufficient information in a timely manner to keep abreast of the Group's latest developments.

 

Relationship

Mr. Lu Wing Chi, Jesse (the Chairman and Executive Director) is the father of Mr Lambert Lu (the Executive Director and Chief Executive). Other than this, there is no financial, business, family and other material relationship among other members of the Board​.

Notwithstanding the above relationship, there has been an effective and balanced board collectively responsible for the Company’s activities and affairs. In addition, the roles of the Chairman and the Chief Executive are separate and performed by different Directors. Their roles and responsibilities had been clearly set out and approved by the Board. Further, more than half of the Board members are Independent Non-executive Directors whose views carry significant weight in the Board’s decisions. Directors have been free to discuss issues properly put to the Board meetings and express their views and concerns. No individual or small group can dominate the Board’s decision-making process.

 

Training, Professional Development and Insurance for Directors 

When a newly-appointed Director joins the Group, he/she will receive an induction briefing that will give him/her an understanding of the Group, its businesses and Director's responsibilities.
 

The Company provides a Director’s Handbook to the Directors to give them an overview of key governance issues and key guidelines relating to their roles, responsibilities and ongoing obligations, and will update the handbook from time to time. The Directors are also provided with monthly updates on the Company’s performance, position and prospects to enable the Board as a whole and each Director to discharge their duties.
 

Directors are provided with timely updates on changes in laws and compliance issues relevant to the Group. The Company also encourages its Directors to enroll in relevant professional development courses to continually update and further improve their relevant knowledge and skills. In-house training sessions will be organised by the Company as part of the continuous professional development for its Directors to update them on the latest developments regarding the Listing Rules and applicable regulatory requirements in discharging their duties. The Company has also arranged for appropriate liability insurance for the Directors for indemnifying their liabilities arising out of corporate activities.

 

Delegation – Board Committees

The Board has properly delegated its powers and established the Audit Committee, Nomination Committee, Remuneration Committee and Executive Committee with specific written terms of reference that clearly deal with their authority and duties, to oversee particular aspects of the Company's affairs and assist in the execution of the Board's responsibilities.
 

 

Securities Transactions by Directors and Employees

The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers (the "Model Code") set out in Appendix C3 to the Listing Rules as its own code of conduct regarding securities transactions by the Directors of the Company. 

The Company has also adopted a code with no less exacting terms than the Model Code for the directors and employees of the Group (other than the Directors of the Company) to regulate their dealings in the securities of the Company, as they are likely to be in possession of inside information in relation to the Company or its securities because of their office or employment.