Directors are provided in a timely manner with appropriate information in the form and quality to enable them to make informed decisions and perform their duties and responsibilities.
- To facilitate active and informed discussions at Board/committee meetings, an agenda and accompanying comprehensive Board/committee papers are distributed to the Directors/committee members, normally 4 days in advance of the meeting. Included with these papers are monthly reports from the Chief Executive on the Group’s major events, projects and initiatives, and monthly management reports containing analysis of the Group’s financial performance, including comparisons against budget. In addition to the information provided by the management voluntarily, Directors may need to make further enquiries and should receive a prompt and full response, if possible. Directors can also request more information through the Chief Executive or Company Secretary at any time, and shall preserve the privacy of confidential information given or presented to, and the deliberations of, the Board/committees.
- If Directors are not able to attend a meeting, they receive all the relevant papers and have the opportunity to submit their comments in advance to the Chairman, the chairman of the relevant committee or the Company Secretary, who will then relay these comments to the relevant meeting.
- In order to have an effective Board, the Chief Executive and the management shall provide accurate, clear, comprehensive and up-to-date information to Directors and committee members in a timely manner to keep them appraised of the Group’s latest development, and to enable them to have a thorough consideration of all matters to be discussed at the relevant meetings and to fully discharge their obligations.
- Lucid and transparent information flow between the Directors and the management is encouraged. The Board and each individual Director have separate and independent access to senior executives. Directors could always request for business information from senior executives via the Chief Executive or the Company Secretary.
- Other than the Board meetings, the Chairman has gatherings with Directors and management in groups, and occasionally without the presence of management, to discuss the performance of management and/or to air subjects outside the confines of the boardroom in an informal and constructive manner.
- All Directors have direct access to the Company Secretary whose major responsibilities include establishing an effective working relationship with the Chairman and the Chief Executive, ensuring the smooth running of the activities of the Board and its committees by providing guidance in Board procedures, and keeping under close review of all legislative, regulatory and corporate governance developments that might affect the Group’s operations, and making available the necessary resources to develop and update Directors’ knowledge and skills.
- A Director’s Handbook has been provided to each Director upon joining the Board, which lays down the Guidelines on Conduct for Board and Committee members and other key governance issues, including but not limited to Board procedures and all applicable laws, rules and regulations that they are required to observe during their service on the Board, their responsibilities in making disclosure of their interests, potential conflict of interests and changes in personal particulars to HKEX in a timely manner. The Director’s Handbook is updated regularly to reflect the relevant changes in the applicable laws and Listing Rules.