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CORPORATE GOVERNANCE
The Company is committed to maintaining a high standard of corporate governance within a sensible framework with an emphasis on the principles of transparency, accountability and independence. The Board believes that good corporate governance is essential to the success of the Company and to the enhancement of shareholders’ value.

BOARD OF DIRECTORS

The Board currently comprises eight Directors in total, with two Executive Directors, three Non-Executive Directors and three Independent Non-Executive Directors.

CHAIRMAN AND CHIEF EXECUTIVE OFFICER

Mr. Arthur George Dew, being the Chairman of the Board, is primarily responsible for the leadership of the Board, ensuring that (i) all significant policy issues are discussed by the Board in a timely and constructive manner; (ii) all Directors are properly briefed on issues arising at Board meetings; and (iii) the Directors receive accurate, timely and clear information. The functions of the chief executive are performed by Mr. Andrew Ferguson, the Chief Executive Officer of the Company, who is responsible for the day-to-day management of the Group’s business. Their responsibilities are clearly segregated and have been set out in writing and approved by the Board.

BOARD COMMITTEES

The Company’s Board has established four committees, namely Remuneration Committee, Audit Committee, Nomination Committee and Executive Committee.

REMUNERATION COMMITTEE

The Remuneration Committee comprises Dr. Wong Wing Kuen, Albert (Chairman of the Remuneration Committee), Mr. Chang Chu Fai, Johnson Francis and Mr. Robert Moyse Willcocks, all Independent Non-Executive Directors, and Mr. Arthur George Dew (Mr. Wong Tai Chun, Mark as his alternate), a Non-Executive Director and the Chairman of the Board.

AUDIT COMMITTEE

The Audit Committee comprises Dr. Wong Wing Kuen, Albert (Chairman of the Audit Committee), Mr. Chang Chu Fai, Johnson Francis and Mr. Robert Moyse Willcocks, all Independent Non-Executive Directors and Mr. Arthur George Dew (Mr. Wong Tai Chun, Mark as his alternate), a Non-Executive Director and the chariman of the Board. The Audit Committee is chaired by an Independent Non-Executive Director with appropriate professional qualifications, or accounting or related financial management expertise.

NOMINATION COMMITTEE

The Nomination Committee comprises Mr. Arthur George Dew (Chairman of the Nomination Committee) (Mr. Wong Tai Chun, Mark as his alternate), a Non-Executive Director and the Chairman of the Board, Dr. Wong Wing Kuen, Albert, Mr. Chang Chu Fai, Johnson Francis and Mr. Robert Moyse Willcocks, all Independent Non-Executive Directors.

EXECUTIVE COMMITTEE

The Executive Committee comprises Mr. Andrew Ferguson (Chairman of the Executive Committee) and Mr. Brett Robert Smith, both being Executive Directors. The Executive Committee is responsible for reviewing and approving, inter alia, any matters arising from the day-to-day activities of the Group and any matters to be delegated by the Board from time to time.

CORPORATE GOVERNANCE POLICIES
 
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