Overall accountability

The members of the board of directors are individually and collectively accountable to the shareholders for the success and sustainable development of the Company. The board provides direction and approval in relation to matters concerning the Company’s business strategies, policies and plans, while the day-to-day business operations are delegated to the executive management. The board is accountable to the shareholders, and in discharging their corporate accountability, directors of the Company are required to pursue excellence in the interests of the shareholders and fulfil their fiduciary duties by applying the required levels of skill, care and diligence to a standard in accordance with the statutory requirements.

During the year, the board performed a self-evaluation of its performance and reviewed the contribution required from a director to perform his/her responsibilities. The board is of the view that all directors have given sufficient time and attention to the Company’s affairs and the board operates effectively as a whole. The board also noted the time involved by the directors in the Company and other public companies held by the directors.

Board composition and changes

The Company has received from each independent non-executive director a confirmation of his/her independence pursuant to the independence guidelines set out in Rule 3.13 of the Listing Rules and considers that all independent non-executive directors are independent. Brief biographical particulars of the directors, together with information about the relationships among them, are set out on Board of Directors.

Board responsibilities and delegation

The Company has arranged Directors & Officers Liability and Company Reimbursement Insurance for its directors and officers with a combined aggregate limit of liability of HK$1 billion.

Details of the responsibilities, membership, attendance and activities during the year of each board committee are set out on Board Committees.

Continuous professional development programme

The Company has a continuous professional development programme (“CPD Programme”) for directors with an aim to improve their general understanding of the Company’s businesses, to refresh their knowledge and skills as well as to receive updates on developments in corporate governance practices. Directors may also choose to attend external courses, conferences and luncheons organised by various local organisations.

In addition, every newly appointed director is provided with a package comprising the induction materials such as the duties and responsibilities of directors under the Listing Rules and the Companies Ordinance, guidelines for directors issued by the Companies Registry of Hong Kong, legal and other regulatory requirements and the governance policies of the Company. In 2015 and in March 2016, seven directors were appointed. The Company has arranged briefings given by external legal counsel to the new directors.

Under the Company’s CPD Programme, directors attended briefings/seminars and reviewed the monthly business updates and other reading materials provided to them concerning the latest developments in corporate governance practices and relevant legal and regulatory developments. A record of the directors’ participation in the CPD Programme is kept at the company secretariat office.

A summary of directors’ participation in the Company’s CPD Programme and other external training for the period from 1 January 2015 to 31 December 2015 is as follows:

• Note:
• (1) appointed with effect from 3 August 2015 and induction materials and briefing by external legal counsel were provided in respect of their appointment.
• (2) appointed with effect from 24 December 2015 and induction materials and briefing by external legal counsel were provided in respect of their appointment.
• (3) appointed with effect from 18 March 2016 and induction materials and briefing by external legal counsel were provided in respect of their appointment.

Mr Dou Jianzhong retired as an executive director with effect from 14 May 2015, Mr Alexander Reid Hamilton retired as an independent non-executive director and did not seek re-election at the 2015 AGM, Mr Zhang Jijing retired from the board as an executive director with effect from 24 December 2015, and Ms Cao Pu retired from the board as a non-executive director with effect from 18 March 2016. Reading materials, regulatory updates and management monthly updates were provided to the above directors during the period of their appointment.

Board meetings and attendance

The board meets regularly to review the financial and operating performance of the Company and to discuss future strategy. Four regular board meetings and one special board meeting were held in 2015. At the board meetings, the board reviewed significant matters including the Company’s annual and half-year financial statements, annual budget, proposals for final and interim dividends, annual report and half-year report, and notifiable transactions and connected transactions. At each of the regular board meetings, the board received a written report from the president on the Company’s major businesses, investments and projects, and corporate activities. A special board meeting was held in January 2015 to approve a subscription agreement for the subscription by Chia Tai Bright Investment Company Limited of 3,327,721,000 fully paid convertible preferred shares of the Company and other matters related thereto in which detailed information of the transactions were presented to the board. Details of the aforesaid subscription are set out in the Company’s announcement dated 20 January 2015.

A schedule of board meeting dates is fixed for each year in advance. At least 14 days’ formal notice of all regular board meetings is given to all directors, and all directors are given the opportunity to include matters for discussion in the agenda. The agenda and board papers for each meeting are sent to all directors at least three days in advance of every regular board meeting. All minutes of the board meetings are kept at the company secretariat office. Copies are provided to directors and the original minutes are available to all directors for inspection. In addition to the board meetings, the chairman also meets with the non-executive directors (including independent non-executive directors) without the presence of executive directors on an annual basis.

The attendance record of each director at board meetings and general meetings in 2015 is set out below:

• Note:
• (1) appointed with effect from 3 August 2015
• (2) appointed with effect from 24 December 2015
• (3) appointed with effect from 18 March 2016
• (4) retired with effect from 14 May 2015
• (5) retired with effect from the conclusion of the 2015 AGM
• (6) retired with effect from 24 December 2015
• (7) retired with effect from 18 March 2016

Chairman and the president

Mr Chang Zhenming serves as the chairman of the Company. Mr Wang Jiong is the president of the Company. The president plays the same role and has the same responsibilities as that of the managing director. The chairman and the president have separate defined responsibilities whereby the chairman is primarily responsible for leadership and effective functioning of the board, ensuring key issues are promptly addressed by the board, as well as providing strategic direction for the Company. The president is responsible for the day-to-day management of the Company and the effective implementation of corporate strategy and policies. Their respective roles and responsibilities are set out in writing, which have been approved and adopted by the board.