Board Composition
The Board is currently composed of the Group Non-executive Chairman, Executive Deputy Chairman, Group President and Chief Executive Officer, one Executive Director, five Independent Non-executive Directors and one Non-executive Director. The Board considers this composition to be more balanced and to reinforce a stronger independent review and monitoring function on overall management practices.

Please click here for the Directors' biographical details and relevant relationships.

Group Chairman and Executive Deputy Chairman
The role of the Group Chairman is separate from that of the Executive Deputy Chairman. This is to enhance their respective independence, accountability and responsibility.

Roles and Responsibilities of the Board
The Board is responsible for setting up the overall strategy as well as reviewing the operation and financial performance of the Group. The Board reserved for its decision or consideration matters covering overall Group strategy, major acquisitions and disposals, annual budgets, annual and interim results, recommendations on Directors' appointment or reappointment, approval of major capital transactions and other significant operational and financial matters.

The Non-executive Directors (majority of whom are independent), who combine to offer diverse industry expertise, serve the important function of advising the management on strategy and ensuring that the Board maintains high standards of financial and other mandatory reporting requirements as well as providing adequate checks and balances for safeguarding the interests of shareholders and the Company as a whole.

Delegation to management
Day-to-day operational responsibilities are specifically delegated by the Board to management. Major matters include:

• the preparation of annual and interim accounts for Board approval before public reporting;
• execution of business strategies and initiatives adopted by the Board;
• monitoring of operating budgets adopted by the Board;
• implementation of adequate systems of risk management and internal controls procedures; and
• compliance with relevant statutory requirements, rules and regulations.

Board meetings
Board meetings are scheduled one year in advance to facilitate maximum attendance by Directors. The meeting agenda is set by the Group Non-executive Chairman in consultation with members of the Board. Senior Management is usually invited to join Board meetings to enhance the Board and management communication. External auditor attends the Company's Annual General Meeting to answer any questions from the shareholders on the audit of the Company.

Independence of Non-executive Directors
The Board receives from each Independent Non-executive Director a written annual confirmation of their independence. The assessment of the independence of Independent Non-executive Director, which is on no less exacting terms than those set out in Chapter 3 of the Listing Rules of the Exchange, is delegated by the Board to the Nomination Committee.

Each Independent Non-executive Director is required to inform the Company as soon as practicable if there is any change that may affect his independence.

Appointment and re-election of the Directors
The appointment of a new director must be approved by the Board. The Board has delegated to the Nomination Committee to select and recommend candidates for directorship including the consideration of referrals and engagement of external recruitment professionals when necessary. The Nomination Committee has established certain guidelines to assess the candidates. These guidelines emphasize appropriate professional knowledge and industry experience, personal ethics, integrity and personal skills, and possible time commitments to the Board and the Company.

Under the Company's bye-laws, one-third of the Directors, who have served longest on the Board, must retire, thus becoming eligible for re-election at each Annual General Meeting. As such, no Director has a term of appointment longer than three years. To further reinforce accountability, any further reappointment of an Independent Non-executive Director who has served the Company's Board for more than nine years will be subject to separate resolution to be approved by shareholders.

Induction, Information and Ongoing Development
All Directors are kept informed on a timely basis of major changes that may have affected the Group's businesses, including relevant rules and regulations. In addition, the Group has implemented a continuing programme since 2003 to update the Directors (in particular Independent Non-executive Directors) on the macro economic and business environment relevant to the Group's major overseas operations. Overseas Board Meeting coupled with office briefings and a tour by the management of our overseas offices are conducted regularly since 2004.

In addition to the above, each newly-appointed Director receives a tailored induction programme, which covers briefing on the Company's overview by the Group Chairman, meeting with management and meeting with the Company's external legal adviser on directors' legal role and responsibilities.

To further maximize the contribution from non-management Directors, a separate meeting between the Group Chairman and Independent Non-executive Directors is held once every year to address business and related issues. Written procedures are also in place for Directors to seek independent professional advice in performing their Directors' duties at the Company's expense.

Independent Reporting of Corporate Governance Matters
The Board recognizes the importance of independent reporting of the corporate governance matters of the Company. The Group Chief Compliance Officer, as appointed by the Board, is invited to attend all Board and committee meetings to advise on corporate governance matters covering risk management and relevant compliance issues relating to business operations, mergers and acquisitions, accounting and financial reporting.

Liability Insurance for the Directors
The Company has arranged for appropriate liability insurance since 2002 to indemnify its Directors for their liabilities arising out of corporate management activities. The insurance coverage is reviewed with advice from external consultant on an annual basis.