In order to assist the Directors to perform their responsibilities, the Board has set up four Board committees, namely, the executive committee, the audit committee, the remuneration committee and the nomination committee. The chairmen of all the committees are appointed by the Board, in which the audit committee and the remuneration committee are both chaired by an independent non-executive Director with written terms of reference which were discussed and approved by the Board. The related terms of reference of each committee have been published on the websites of the Company and the Hong Kong Stock Exchange. The duties of the four committees are as follows:
The Executive Committee was established in 2009 to approve and undertake the transactions on behalf of the Board in respect of each investment project within an authorised limit or other day-to-day business operations. The committee consists of the chairman of the Board or/and executive Directors.
The Company has established an audit committee in accordance with Rule 3.21 of the Listing Rules and the Code. The audit committee of the Company (the "Audit Committee") was established in 2001 to review the Company’s financial reporting, internal control, risk management, appointment of auditor and corporate governance issues and make recommendations to the Board. The Audit Committee consists entirely of independent non-executive Directors, who are experienced in finance, internal audit, banking, passenger transportation and logistics, and are therefore capable of providing expert opinions on the steady financial operations of the Company. Currently, the Audit Committee comprises three independent non-executive Directors.
Ms. Yau Lai Man, a member of the Audit Committee, has the qualifications required under Rules 3.10(2) and 3.21 of the Listing Rules.
The Audit Committee held two meetings in 2025 with an average attendance rate of 100% to review the following matters with the Company’s senior management and independent auditor during the reporting period:
Reference to the functions of the Audit Committee is available under the terms of reference of the Audit Committee which have been published on the websites of the Company and the Hong Kong Stock Exchange. To further enhance the independence of the external independent auditors, some parts of the above meetings were only attended by independent non-executive Directors and the independent auditors.
Since 2009, the Board has delegated the corporate governance functions to the Audit Committee in accordance with the Code Provision A.2, as it considered members of the Audit Committee to be better positioned to provide objective and independent guidance on governance-related matters.
The Audit Committee has reviewed the Company’s compliance with the Code Provisions of this year and the disclosure in this Corporate Governance Report.
Terms of Reference (Please Download)
The Company has established a remuneration committee in accordance with Rule 3.25 of the Listing Rules and the Code. The remuneration committee of the Company (the “Remuneration Committee”) was established in 2005 to make recommendations to the Board on the remuneration policy of the Company and the remunerations of the Directors and executives appointed by the Board. The Remuneration Committee held two meetings in 2025 with an average attendance rate of 100%. Currently, the Remuneration Committee comprises three independent non-executive Directors and is chaired by an independent non-executive Director.
Reference to the functions of the Remuneration Committee is available under the terms of reference of the Remuneration Committee which have been published on the websites of the Company and the Hong Kong Stock Exchange.
During the year, the Remuneration Committee reviewed and assessed the performance and remuneration packages of the Directors of the Company (including executive Directors, non-executive Directors and independent non-executive Directors) and discussed the remuneration and benefits system and policy of the staff of the Group.
The remuneration of the executive Directors mainly includes basic salary, bonus and directors’ fee, which were determined by the Board by reference to various factors (including market conditions) upon the recommendations of the Remuneration Committee to the Board. The Company considers various factors in determining the remuneration such as market conditions, comparable companies and time of the Executive Directors spent on managing the affairs of the Company. The Executive Directors currently do not receive any director’s remuneration.
Currently, the Non-executive Director does not receive any director’s remuneration.
The Company pays emoluments to Independent Non-executive Directors in form of directors’ fee. The Remuneration Committee will present a proposal to the Board, and the Board will make decisions based on market conditions.
Terms of Reference (Please Download)
The Company has established a nomination committee in accordance with the Code. The Nomination Committee was established in 2011 and it is mainly responsible for making recommendations to the Board on the appointment of Directors and senior management. The Nomination Committee held one meeting in 2025 with an average attendance rate of 100%. Currently, the Nomination Committee comprises four Directors, all are independent non-executive Directors , including one female Director. On 1 January 2019, the Board approved and adopted the Nomination Policy which was proposed by the Nomination Committee.
Reference to the functions of the Nomination Committee is available under the terms of reference of the Nomination Committee which have been published on the websites of the Company and the Hong Kong Stock Exchange.
During the year, the Nomination Committee has made recommendations to the Board on new Director’s appointment and re-election of retiring Directors. The Nomination Committee also reviewed the structure, size and composition of the Board and believed that the composition of the Board is diversified (also as disclosed in “Composition of the Board” above). The Nomination Committee considers the Board Diversity Policy when nominating the Directors (see the “Board Diversity Policy” above). The Nomination Committee has also reviewed the nomination policy in the year.
According to the Articles of Association, all Directors are subject to retirement by rotation and re-election at annual general meetings of the Company. New Directors appointed by the Board during the year are required to retire and offer themselves for re-election at the first annual general meeting immediately following their appointments. Further, at each annual general meeting, one-third (if not a multiple of three, then the number nearest to one-third) of Directors shall retire from office by rotation and according to the Code Provision B.2.2, every Director shall be subject to retirement by rotation at least once every three years.
In accordance with Article 88(i) of the Articles of Association, independent non-executive Director Mr. Chan Kay-cheung and Hon. Rock Chen Chung-nin will retire at the forthcoming annual general meeting of the Company and, being eligible, offer themselves for re-election. The Nomination Committee recommended to the Board that Mr. Chan Kay-cheung and Hon. Rock Chen Chung-nin be nominated for re-election at the forthcoming annual general meeting of the Company.
Following the resignation of Mr. Liu (chairman of the Board), an executive Director, the Nomination Committee comprises four independent non-executive Directors. As the new chairman of the Nomination Committee has not been appointed, the position of the chairman of the Nomination Committee will remain vacant, the Company is therefore not in compliance with Rule 3.27A of the Listing Rules which stipulates that an issuer must establish a nomination committee chaired by the chairman of the board or an independent non-executive director.
Pursuant to Rule 3.27A of the Listing Rules, the Board will make its best endeavours to identify appropriate person for appointment as the chairman of the Nomination Committee, as soon as practicable and within three months from the date of Mr. Liu’s resignation to ensure compliance with Rule 3.27A of the Listing Rules.
The following criteria will be used as a reference by the Nomination Committee in assessing the suitability of the proposed candidates.
To enhance the Company’s corporate governance and the effectiveness and efficiency of the Board, the Company has formulated the Board Performance Evaluation Policy (the “Evaluation Policy”), which took effect on 1 November 2025. In accordance with Code Provision B.1.4, the Evaluation Policy sets out, among others, the evaluation cycle (frequency of evaluation), evaluation period (scope of time covered), scope and methodology of evaluation, management responsibilities, evaluation procedures, disclosure requirements and details of evaluation results, including areas identified for improvement and the measures taken or proposed to be taken as a result of the evaluation.
The Company will conduct a Board performance evaluation at least once every two years and will consider whether more frequent evaluations are required having regard to the complexity of the Company’s business or any material changes (such as changes in or expansion of the business model). Where a Board performance evaluation has been conducted during the relevant reporting period, the results of such evaluation will be disclosed in the Corporate Governance Report of the relevant annual report. The Nomination Committee is responsible for conducting the Board performance evaluation and may, where appropriate, determine whether the evaluation should be conducted internally or with the assistance of external professional advisers or experts. In formulating the evaluation criteria having regard to the Company’s circumstances and needs, the Company has included, at a minimum, the following five key areas:
Based on the review of the Nomination Committee, it is recommended that the Company conduct a Board performance evaluation internally in 2026 in accordance with the Evaluation Policy.