The board of directors (the “Directors”) of Noble Century Investment Holdings Limited (the “Company”) is committed to maintaining a good corporate governance standard. The board of Directors (the “Board”) believes that a good corporate governance standard will provide a framework for the Company and its subsidiaries (the “Group”) to formulate the business strategies and policies, and manage the associated risks through effective internal control procedures. It will also enhance the transparency of the Group and strengthen the accountability to the shareholders and creditors of the Company.
The Company has adopted the code provisions in the Code on Corporate Governance Practices (the “Code”) set out in Appendix 14 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”). The Company has complied with all the applicable code provisions in the Code.
Terms of Reference
BOARD OF DIRECTORS
The Board comprises six members, three of which are executive Directors, namely Ms. ZHENG Juhua (the Chairman of the Board), Mr. CHAN Chi Yuen and Mr. CHEN Shaohua. The other three members are independent non-executive Directors, namely Mr. MAN Kwok Leung, Mr. YU Pak Yan, Peter and Mr. CHI Chi Hung, Kenneth.
The Board is responsible for the formulation of the Group’s business strategies and overall policies, and monitoring the performance of the management. The executive Directors are delegated with the power to execute the business strategies, develop and implement the policies in the daily operation of the Group. The independent non-executive Directors provide their professional advices to the Group whenever necessary.
Composition of the Board, including names of the independent non-executive Directors, is disclosed in all corporate communications to shareholders of the Company.
All the Directors have full and timely access to all the information and accounts of the Group. The Directors may seek independent professional advice in appropriate circumstances, at the expense of the Company. The Company will, upon request, provide separate independent professional advice to the Directors to assist them to discharge their duties to the Company. The Company has arranged appropriate insurance cover for the Directors.
INDEPENDENT NON-EXECUTIVE DIRECTORS
Pursuant to rule 3.10 of the Listing Rules, the Company has three independent non-executive Directors, one of them has appropriate professional qualifications or accounting or related financial management expertise.
The Board has established an audit committee (the “Audit Committee”) with specific written terms of reference in accordance with the provisions set out in the Code. The principal duties of the Audit Committee is to consider the appointment and remuneration of the external auditors, to monitor the integrity of the Group’s financial statements with focus on the changes in accounting policies and practices, major judgmental areas, significant audit adjustments, going concern assumptions, and compliance with accounting standards, the Listing Rules and other applicable legal requirements, and to review the Group’s financial reporting system and internal control procedures.
The Audit Committee comprises three independent non-executive Directors, namely Mr. CHI Chi Hung, Kenneth (the Chairman of the Audit Committee), Mr. MAN Kwok Leung and Mr. YU Pak Yan, Peter.
The Board has established a remuneration committee (the “Remuneration Committee”) with specific written terms of reference in accordance with the provisions set out in the Code. The principal duties of the Remuneration Committee are to formulate the Company’s remuneration policy and recommend remuneration packages for the Directors and senior management to the Board for approval. The Company’s remuneration policy is to provide a competitive level of remuneration in accordance with current market conditions to attract and motivate the Directors and staff for their contribution.
The Remuneration Committee comprises three independent non-executive Directors, namely Mr. YU Pak Yan, Peter (the Chairman of the Remuneration Committee), Mr. MAN Kwok Leung and Mr. CHI Chi Hung, Kenneth.
The Board has established a nomination committee (the “Nomination Committee”) with specific written terms of reference in accordance with the provisions set out in the Code. The principal duties of the Nomination Committee are to review the structure, size; composition of the Board and identify suitably qualified to become Board members and select or make recommendations to the Board on the selection of, individuals nominated for directorship.
The Nomination Committee comprises three independent non-executive Directors and the Chairman of the Board, namely Mr. Man Kwok Leung (the Chairman of the Nomination Committee), Mr. Chi Chi Hung, Kenneth, Mr. Yu Pak Yan, Peter and Ms. Zheng Juhua.
According to the Bye-Laws, any Director appointed by the Board either to fill a casual vacancy or as an addition to the Board shall hold office only until the next following general meeting of the Company and who shall then be eligible for re-election at such general meeting. In addition, one-third of the Directors are required to retire from office by rotation at each annual general meeting, and each retiring Director is eligible for re-election by shareholders.
The circular to shareholders of the Company with notice of the general meeting contains biographical details of all the Directors proposed to be elected and re-elected at the meeting to enable shareholders of the Company to make an informed decision on election and re-election of Directors.
The Company provides information in relation to the Group to the shareholders in a timely manner through a number of formal channels, including interim and annual reports, announcements and circulars. Such published documents together with the corporate information of the Group are also available on the Company’s website.