The principal function of the board of directors (the "Board") is to formulate strategy and to monitor and control operating and financial performance in pursuit of Group strategic objectives. The Board, led by the Chairman, retains full responsibility for setting objective and business development plans, overseeing the processes that management has in place to identify business opportunities and risks, considering and determining major acquisition and disposal and assuming responsibility for corporate governance. The role of the Board is not to manage the business which responsibility remains vested with management.

The management is responsible for implementing the strategies and plans adopted by the Board. Executive Directors and management executives meet monthly to review the performance of the businesses of the business units and of the Group as a whole, co-ordinate overall resources and make financial and operational decisions.

The Board currently consists of nine members, including one Chairman, one Deputy Chairmen, four additional Executive Directors and three Independent Non-executive Directors. Two of our Independent Non-executive Directors have the professional and accounting qualifications required by the Listing Rules.

All Directors are appointed and are then subject to periodic re-appointment by the shareholders through rotation at the annual general meeting. Each Director should be subject to retirement by rotation at least once every three years. All the Independent Non-executive Directors have been appointed for a specific term.

For a Director to be considered independent, the Board must determine that the Director does not have any direct or indirect material relationship with the Group. The Board has received from each Independent Non-executive Director annual confirmation of their independence and satisfied their independence up to the date of this Report in accordance with the Listing Rules. Mr. WONG Kin Yip, Freddie, the Chairman of the Company, is the spouse of Ms. TANG Mei Lai, Metty, the Executive Director of the Company, and the father of Ms. WONG Ching Yi, Angela, the Deputy Chairman and Deputy Managing Director of the Company. Ms. TANG Mei Lai, Metty, the Executive Director of the Company, and the mother of Ms. WONG Ching Yi, Angela, the Deputy Chairman and Deputy Managing Director of the Company.

There is a segregation of duties between the Chairman and Chief Executive Officer. Chairman is responsibe for the leadership and management of the Board and the Group's strategies. The Chief Executive Officer is delegated with the authorities to manage and develop business divisions' objectives and budgets and to implement the Group's strategies. Such division of responsibilities helps to reinforce their accountability and independence.

With the support of Executive Directors and the Company Secretary, the Chairman seeks to ensure that all Directors are properly briefed on issues arising at board meetings and receive adequate and reliable information in a timely manner. The Chairman also encourages Directors to be fully engaged in the Board's affair and make contribution to the Board's functions.

When the Board considers any material proposal or transaction in which a substantial shareholder or a Director has a conflict of interest, a board meeting is held and Independent Non-executive Directors who have no material interest in the transaction present at such board meeting. At the meeting, the Director who has interests declares his interest and is required to abstain from voting.

The Company has arranged appropriate insurance cover in respect of legal actions against its Directors and officers. The Board reviews the extent of this insurance annually. Any Director, wishing to do so in the furtherance of his or her duties, may take independent professional advice at the Company's expenses.

The Board is supplied with relevant information by the management pertaining to matters to be bought before the Board for decision as well as reports relating to operational and financial performance of the Group before each regular board meeting. Agenda for meetings is set and board papers are prepared and disseminated to the Directors and Board Committees in a timely and comprehensive manner. All businesses transacted at the board meetings were well-documented. Minutes of board meetings are taken by the Company Secretary and are available to all Directors.

Directors' and Board Committees' Details