The Company is determined to adopt corporate governance best practices, in a bid to increase the transparency and accountability to shareholders and investors.
Board of Directors
Our Board consists of seven Directors, including two Executive Directors, three Non-Executive Directors and three Independent Non-Executive Directors.
Executive Directors: Mr. Lee Yuen Hong, Mr. Lee Tsz Kin Kenji
Non-Executive Directors: Mr. Cheng Chung Fan, Mr. Wong Chi Kin
Independent Non-Executive Directors: Mr. Goh Choo Hwee, Mr. Tang Man Tsz, Mr. Yim Kwok Man
The Audit Committee was established on 5 November 2012 with specific written terms of reference in compliance with Rule 3.22 of the Listing Rules and Code Provision C.3 of the Corporate Governance Code as set out in Appendix 14 to the Listing Rules. The written terms of reference were revised on 31 March 2017 in compliance with the requirements under the CG Code. The primary duties of the Audit Committee are to make recommendations to the Board on the appointment and removal of the external auditor, review the financial statements and advise on material aspects in respect of financial reporting and oversee the internal control procedures of the Company. The existing members of the Audit Committee comprise Mr. Yim Kwok Man, Mr. Goh Choo Hwee and Mr. Wong Chi Kin, of which Mr. Yim Kwok Man and Mr. Goh Choo Hwee are independent non-executive Directors, and Mr. Wong Chi Kin is a non-executive Director. Mr. Yim Kwok Man is the chairman of the Audit Committee.
We have set up a remuneration committee with terms of reference in compliance with Rule 3.25 of the Listing Rules and Rule B.1 of the Corporate Governance Code as set out in Appendix 14 to the Listing Rules on November 5, 2012. The remuneration committee comprises one Executive Director and two Independent Non-Executive Directors, including Executive Director Mr. Lee Yuen Hong, Independent Non-Executive Directors Mr. Goh Choo Hwee and Mr. Tang Man Tsz, with Mr. Goh Choo Hwee as the Chairman of the committee.
The remuneration committee serves to develop remuneration policies of our Directors, assess the performance, provide recommendations on the remuneration package of our Directors and senior management, evaluate and make recommendations regarding employee benefit arrangements.
We have set up a nomination committee with terms of reference in compliance with Rule A.5 of the Corporate Governance Code as set out in Appendix 14 to the Listing Rules on November 5, 2012. The nomination committee comprises one Executive Director and two Independent Non-Executive Directors, including Executive Director Mr. Lee Yuen Hong, Independent Non-Executive Directors Mr. Goh Choo Hwee and Mr. Tang Man Tsz, with Mr. Lee Yuen Hong as the Chairman of the committee.
The nomination committee serves to provide recommendations to our Board concerning the appointment and removal of Directors.
Procedures for Shareholder to Recommend A Person For Election As A Director of the Company (A "Director")
Tsui Wah Holdings Limited (the "Company") adopts a formal, transparent and carefully designed procedure for shareholders to recommend a person for election as a Director. The following procedures are subject to the Company's Memorandum and Articles of Association, the Cayman Islands Companies Law, Cap. 22 (Law 3 of 1961 of the Cayman Islands) and applicable legislation and regulation:
Shareholders who have enquiries in relation to the above mentioned procedures may write to the Company Secretary at Room 1606-1608, 16/F, Riley House, 88 Lei Muk Road, Kwai Chung, New Territories, Hong Kong.