Board of Directors

Corporate Governance Principle

The Board provides overall leadership and control for the Company in an effective and responsible manner with a view to maximizing the financial performance of the Company and the shareholders’ value. The Board makes decisions on business strategies and corporate governance practices, determines the Company’s objectives, value and standards, and oversees and monitors the management performance within the control and delegation framework of the Company. These include the Company’s financial statements, dividend policy, any significant changes in accounting policy, adoption of corporate governance practices and procedures, and risk management and internal control strategies.

Board Composition

The current Board has eight Directors comprising three Executive Directors including the Chairman and the Deputy Chairman of the Board, two Non-Executive Directors and three Independent Non-Executive Directors,
Executive Directors
Robert Ng Chee Siong (Chairman)
Daryl Ng Win Kong 
(Deputy Chairman)
Giovanni Viterale
Non-Executive Directors
Ronald Joseph Arculli
Gilbert Lui Wing Kwong
Independent Non-Executive Directors
Steven Ong Kay Eng
Wong Cho Bau
Hung Wai Man

Board Diversity Policy

With a view to achieving a sustainable and balanced development, the Company has been considering diversity at the Board level as an essential element in supporting the attainment of its strategic objectives and its sustainable development. The Board Diversity Policy allows the Company to consider board diversity from a number of factors when deciding on new and re-appointments to the Board in order to achieve a diversity of perspectives among Board members. These factors include but not limited to gender, age, ethnicity, cultural and educational background, professional or industry experience, skills, knowledge and other qualities of Directors. The Nomination Committee shall consider candidates on merits as well as against these measurable objectives with due regard for the benefits of the appropriate diversity of perspectives within the Board and also the candidates’ potential contributions thereto. 

The Board as a whole is responsible for reviewing the structure, size and composition of the Board with due regard to the intended benefits of board diversity. The balance between the number of Executive and Non-Executive Directors is considered effective in ensuring independent judgment being exercised effectively to provide sufficient checks and balances to safeguard the interests of the Company and its shareholders. The Company believes that the current Board composition is well-balanced and of a diverse mix appropriate for the business of the Company. The Board reviews and monitors the implementation of board diversity on a regular basis to ensure its effectiveness on determining the optimal composition of the Board.

Corporate Governance Functions

The Board is responsible for performing the following corporate governance duties as required under Appendix 14 ("Code") to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited ("Listing Rules"):
• to develop and review the Company’s policies and practices on corporate governance;
• to review and monitor the training and continuous professional development of Directors and senior management;
• to review and monitor the Company’s policies and practices on compliance with legal and regulatory requirements;
• to develop, review and monitor the code of conduct and compliance manual applicable to employees and Directors; and
• to review the Company’s compliance with the Code and disclosure in the Corporate Governance Report.
For the financial year ended 30th June, 2019, the Board considered the following corporate governance matters:

• reviewed the usage of annual cap on continuing connected transaction of the Company;
• reviewed the compliance with the Code through the Compliance Committee;
• reviewed the effectiveness of the risk management and internal control systems of the Group through the Risk and Control Committee and the Audit Committee; and
• approved the adoption of the Board Diversity Policy, Nomination Policy, Dividend Policy, and the revised Corporate Governance Code of the Company.

Compliance Committee        

The Company established its Compliance Committee with written terms of reference on 30th August, 2004 to enhance the corporate governance standard of the Company. The Compliance Committee has dual reporting lines. A principal reporting line is to the Board through the Committee Chairman. A secondary reporting line is to the Audit Committee. The Compliance Committee currently comprises the Deputy Chairman of the Board Mr. Daryl Ng Win Kong (Committee Chairman), the other Executive Directors of the Company, the Chief Financial Officer and Head of Legal and Company Secretarial Departments, the Head of Internal Audit Department, other department heads and the Compliance Officer. The Committee holds regular meetings on a bi-monthly basis to review management reports on ongoing compliance regarding continuing connected transactions and usage of annual caps, provide a forum for regulatory updates for the management, consider corporate governance issues and make recommendations to the Board and the Audit Committee on the Company’s corporate governance issues and Listing Rules compliance matters.