Corporate Governance

CORPORATE GOVERNANCE

The Group believes good corporate governance is one of the critical factors for achieving sustainable long-term success. The corporate governance principles of KDC emphasise the importance of a quality Board and accountability to shareholders of KDC. We will regularly review our corporate governance practices to ensure and maintain the long-term health of KDC.

KDC has four Board committees: Executive Committee, Audit Committee, Nomination Committee and Remuneration Committee. Each of them adopts formal terms of reference. The Executive Committee has been delegated powers from the Board to exercise all the general powers of the Board, save and except for the matters reserved to the Board. The Audit Committee assists the Board in considering how it will apply the financial reporting, risk management and internal control principles and maintaining an appropriate relationship with KDC's external auditor. The Nomination Committee assists the Board in reviewing the composition of the Board, identifying suitable Board members and assessing the independence of the Independent Non-Executive Directors and makes recommendations to the Board on appointments and re-appointments of Directors. The Remuneration Committee assists the Board in providing appropriate input into the formulation of remuneration policy and reviewing the implementation of the remuneration policy. The Board committees perform their respective roles and functions as mandated by the Board, and are subject to the oversight and guidance of the Board.

Each Director and employee is expected to adhere to high standard of ethical conduct and to be guided by two main principles: no insider dealing and avoid conflict of interests. KDC has adopted the Model Code for Securities Transactions by Directors of Listed Issuers (Appendix 10 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”)) as a code of conduct regarding Directors’ securities transactions. KDC has also established written guidelines on employees’ securities transactions.

The Board leads and maintains effective controls over the Group’s activities, with executive responsibility for the running of the Group’s business being delegated to management. Management provides all members of the Board with monthly updates in order to give a balanced and understandable assessment of the Group’s performance, position and prospects to enable them to discharge their duties.

Board of Directors

Mr Or Wai Sheun	Chairman & Executive Director
Mr Lai Ka Fai	Executive Director
Mr Or Pui Kwan	Executive Director
Mr Lam Yung Hei	Executive Director
Ms Ng Chi Man	Non-executive Director
Mr Yeung Kwok Kwong	Non-executive Director
Mr Li Kwok Sing, Aubrey	Independent Non-executive Director
Mr Lok Kung Chin, Hardy	Independent Non-executive Director
Mr David John Shaw	Independent Non-executive Director
Mr Hsu Duff Karman	Independent Non-executive Director

Composition of each standing Board committee

Executive Committee

Mr Or Wai Sheun	Chairman
Mr Lai Ka Fai
Mr Or Pui Kwan
Mr Lam Yung Hei
Mr Yeung Kwok Kwong

The Executive Committee comprises all Executive Directors and a Non-executive Director. The committee has been delegated powers from the Board to exercise all the general powers of the Board, save and except for the matters reserved to the Board. The committee meets frequently to manage KDC's business and review corporate policies and strategies.

With the requirement on the Corporate Governance Code (the “CG Code”) in respect of the responsibilities for performing the corporate governance duties, the Board has delegated its following responsibilities to the Executive Committee:

to develop and review KDC's policies and practices on corporate governance and make recommendations to the Board;
to review and monitor the training and continuous professional development of Directors and senior management;
to review and monitor KDC's policies and practices on compliance with legal and regulatory requirements;
to develop, review and monitor the code of conduct and compliance manual (if any) applicable to employees and Directors; and
to review KDC's compliance with the CG Code contained in Appendix 14 to the Listing Rules and the disclosure in the Corporate Governance Report of KDC.

Audit Committee

Mr Li Kwok Sing, Aubrey	Chairman
Mr Lok Kung Chin, Hardy
Mr Hsu Duff Karman
Mr Yeung Kwok Kwong

The Audit Committee meets at least twice a year. Its responsibilities include reviewing, assessing and making recommendations to the Board on financial reporting, auditing, risk management and internal control matters and discussing with the external auditor and management on issues arising from the annual audit and/or interim review of financial statements.

Three out of four Audit Committee members are Independent Non-executive Directors. The chairman of the committee possesses the relevant financial management expertise or experience.

Main duties of the Audit Committee include:

to perform reviews of the half yearly and annual results;
to perform reviews of financial and accounting policies and practices of the Group;
to perform reviews of the relationships with external auditor, including remuneration, independence, objectivity, effectiveness of the audit process and non-audit services;
to perform reviews of the effectiveness of the risk management and internal control systems including risk management of investment activities, the internal audit plan and the adequacy of resources of the Internal Audit Department; and
to monitor the Whistleblowing Policy and system for employees and independent third parties who deal with KDC to raise concerns about any suspected impropriety, misconduct or malpractice within the Group.

Nomination Committee

Mr Or Wai Sheun	Chairman
Mr Lok Kung Chin, Hardy
Mr David John Shaw

The Nomination Committee comprises three members, two of whom are Independent Non-executive Directors and the chairman of the committee is the Chairman of the Board. The committee meets at least once a year. Its responsibilities include reviewing the composition of the Board, identifying suitable Board members, assessing the independence of Independent Non-executive Directors and making recommendations to the Board on appointments and re-appointments of Directors. The committee has also developed selection procedures for candidates and will consider the suitability of a candidate by using various criteria including the perceived needs and the extent of interplay within the Board for particular skills, backgrounds and business experience; the nominee’s reputation, character and integrity; the nominee’s background with regard to executive compensation; and independence requirements and legal considerations.

Main duties of the Nomination Committee include:

to perform reviews of the structure, size and composition of the Board;
to select or make recommendations to the Board on the selection of candidates nominated for directorships;
to perform an assessment of the independence of Independent Non-executive Directors;
to make recommendations to the Board on the appointment or re-appointment of Directors and succession planning for Directors; and
to perform reviews of the Director Nomination Policy and the Board Diversity Policy.

Remuneration Committee

Mr Lok Kung Chin, Hardy	Chairman
Mr Li Kwok Sing, Aubrey
Mr Hsu Duff Karman
Mr Lai Ka Fai

The Remuneration Committee comprises four members, three of whom are Independent Non-executive Directors. The committee meets at least once a year. In discharging their duties, they are required to review, assess and make recommendations to the Board on the Remuneration Policy and structure for all Directors and senior management and to make recommendations to the Board on the remuneration packages of individual Executive Directors and senior management.

Main duties of the Remuneration Committee include:

to perform reviews of the Remuneration Policy, organisational structure and human resources deployment;
to perform an annual review of the remuneration of Executive Directors and senior management; and
to perform a review of the Directors’ fees proposal submitted by management.

Please click the links below for the relevant corporate information and policies.

Terms of Reference of each standing Board committee

List of Directors and their Role and Function

List of Directors of Subsidiaries

Articles of Association

(The Memorandum of Association of KDC (the “Memorandum”) has been abolished immediately after the effective of the new Companies Ordinance (Chapter 622 of the Laws of Hong Kong) on 3 March 2014 (the “new CO”). The conditions of the Memorandum immediately before the new CO is deemed to be regarded as provisions of the Articles of Association of KDC, except that any such condition setting out the authorised share capital and the par value of shares are regarded as deleted. All shares of KDC issued before the effective of the new CO are deemed to have no par value.)

Procedures for shareholders to propose a person for election as a director

Whistleblowing Policy

Shareholders Communication Policy