Independence of Independent Non-executive Directors
The Company has received from each Independent Non-executive Director an annual confirmation of his/her independence, and the Board considers the four Independent Non-executive Directors of the Company fulfill the independence guidelines set out in Rule 3.13 of the Listing Rules.
The participation of Independent Non-executive Directors in the Board brings independent judgment on issues relating to the Group’s strategy, performance, conflicts of interest and management process to ensure that the interests of all shareholders of the Company have been duly considered.
The Board meets regularly at least four times a year at approximately quarterly intervals, to discuss and formulate the Group’s overall business strategies, monitor financial performance and discuss the annual results, interim results and other significant matters. In accordance with the Bye-laws of the Company, a resolution in writing signed by all the Directors shall be as valid and effectual as if it had been passed at a meeting of the Board duly convened and held.
Proceedings of the Board
At least 14 days’ formal notice of a regular Board meeting will be given to all Directors and all Directors are given the opportunity to include any matters for discussion in the agenda for each regular Board Meeting. For special Board meeting, reasonable notice will be given.
An agenda and accompanying Board papers will be sent to all Directors at least three days in advance of every regular Board meeting or Committee meeting.
The Company secretary assists the Chairman in preparing the agenda for the meeting and ensures that all applicable rules and regulations regarding the meetings are followed.
If a substantial shareholder or a Director has a conflict of interest in a matter to be considered by the Board which the Board has determined to be material, the matter will not be dealt with by way of resolution in writing or by a Committee (except an appropriate Board Committee set up for that purpose pursuant to a resolution passed in a Board meeting) but a full Board meeting will be held.
Detailed minutes of each meeting are available to all Directors for inspection.
Draft minutes is circulated to all Directors for their comment and confirmation within a reasonable time after each Board and Board Committee meeting and all Board and Board Committee minutes or resolutions are available for Directors’ inspection.
Annual Report 2010