The Company is committed to maintain high corporate governance standard and procedures to ensure the integrity, transparency and quality of disclosure in order to enhance the shareholders' value. Corporate Governance Practices In the opinion of the directors of the Company ("Director(s)"), the Company has applied the principles and complied with all the code provisions as set out in the Code on Corporate Governance Practices contained in Appendix 14 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") during the year ended 30 September 2007. Directors' Securities Transactions The Company has adopted a code of conduct regarding securities transactions by Directors (the "Code of Conduct") on terms no less exacting than the required standard of the Model Code for Securities Transactions by Directors of Listed Issuers (the "Model Code") as set out in Appendix 10 of the Listing Rules. Having made specific enquiry of all Directors, each of whom has confirmed his/her compliance with the required standard set out in the Code of Conduct and the Model Code. The Board The board of Directors (the "Board"), led by its chairman (the "Chairman"), Mr. Yeung Hoi Sing, Sonny, is responsible for supervision of the management of the business and affairs, approval of strategic plans and review of financial performance. The Board is committed to make decisions in the best interests of both the Company and its shareholders. The Board currently consists of seven members, including three executive Directors, namely Mr. Yeung Hoi Sing, Sonny (Chairman), Mr. Lee Siu Cheung (Deputy Chairman) and Mr. Ma Ho Man, Hoffman; a non-executive Director, namely Mr. Choi Kin Pui, Russelle (the "NED"); and three independent non-executive Directors, namely Mr. Luk Ka Yee, Patrick, Mr. Yim Kai Pung and Ms. Yeung Mo Sheung, Ann ("INEDs"). The Directors' biographical information is set out on pages 31 and 32 of the Company's Annual Report 2007 under the heading "Biographical Details of Directors and Senior Management". The roles of the Chairman and the deputy chairman of the Board (the "Deputy Chairman") who performs the function of chief executive officer are segregated and assumed by separate individuals to strike a balance of power and authority so that power and job responsibilities are not concentrated in any one individual of the Board. The Chairman, Mr. Yeung Hoi Sing, Sonny, is responsible for overseeing the function of the Board and formulating overall strategies and policies of the Company, while the Deputy Chairman, Mr. Lee Siu Cheung, is responsible for managing the Group's business and overall operations. The functions and responsibilities between the Chairman and the Deputy Chairman are clearly segregated. Save as Mr. Ma Ho Man, Hoffman is the nephew of Mr. Yeung Hoi Sing, Sonny, to the best knowledge of the Directors, there is no financial, business, family and/or other material/relevant relationship among members of the Board and between the Chairman and the Deputy Chairman who performs the function of chief executive officer. The Board includes three INEDs and one of them, Mr. Yim Kai Pung, is an associate member of Hong Kong Institute of Certified Public Accountants and a fellow member of The Association of Chartered Certified Accountants of the United Kingdom. He has over 17 years of experience in auditing, taxation and provision of finance consultancy services for companies in Hong Kong and the People's Republic of China. The Company has received from each of the INEDs an annual confirmation of his/her independence pursuant to Rule 3.13 of the Listing Rules and considers all of the INEDs to be independent. The NED and all INEDs have entered into service contracts with the Company for a term of one year. None of the NED and INEDs has entered into any service contracts with the Company which is not determinable by the Company within one year without payment of compensation, other than statutory compensation. Pursuant to the Bye-laws of the Company, all Directors appointed to fill a casual vacancy should be subject to election by shareholders of the Company at the next following general meeting of the Company after their appointment. In addition, at each annual general meeting of the Company, one-third of the Directors shall retire from office by rotation such that all Directors should be subject to retirement by rotation at least once every three years. The Board meets regularly throughout the year as and when required. Notices of at least 14 days are given to all Directors for all regular Board meetings. The company secretary of the Company assists the Chairman in preparing the agenda for the meetings and all Directors are consulted to include any matters in the agenda. Agenda and accompanying board papers are given to all Directors in a timely manner and at least 3 days before the appointed date of meeting. During the year under review, four regular Board meetings and two non-regular Board meetings were held. Details of the Directors' attendance at the said Board meetings are set out below: Directors Number of Board meetings attended/held   Executive Directors   Mr. Yeung Hoi Sing, Sonny (Chairman) 5/6 Mr. Lee Siu Cheung (Deputy Chairman) 5/6 Mr. Ma Ho Man, Hoffman    (appointed on 20 March 2007) 2/2     Non-executive Director   Mr. Choi Kin Pui, Russelle 6/6     Independent Non-executive Directors   Mr. Luk Ka Yee, Patrick 5/6 Mr. Yim Kai Pung 6/6 Ms. Yeung Mo Sheung, Ann 6/6 The Board has agreed on a procedure to enable the Directors to seek independent professional advice in appropriate circumstances, at the Company's expense, to assist them to discharge their duties. Adequate, complete and reliable information is provided to the Directors in a timely manner to keep them abreast of the Group's latest developments and any major changes to the relevant rules and regulations and thus can assist them in discharging their duties. Delegation by The Board The Board has established three Board committees, namely the audit committee (the "Audit Committee"), the remuneration committee (the "Remuneration Committee") and the executive committee (the "Executive Committee") to oversee particular aspects of the Company's affairs and to assist in sharing the Board's responsibilities. The Board has reserved for its decision or consideration on matters covering corporate strategy, annual and interim results, changes of members of the Board and its committees, major acquisitions, disposals and capital transactions, and other significant operational and financial matters. All the Board committees have clear written terms of reference and have to report to the Board regularly on their decisions and recommendations. The day-to-day running of the Company, including implementation of the strategies and plans adopted by the Board and its committees, is delegated to management with divisional heads responsible for different aspects of the business. Audit Committee The Company formulated written terms of reference for the Audit Committee in accordance with the requirements of the Listing Rules, full text of which is available on the weblink "Terms of Reference" below. The Audit Committee consists of the NED and all INEDs and is chaired by Mr. Yim Kai Pung who possesses appropriate professional accounting qualification as required under the Listing Rules. The primary duties of the Audit Committee include, inter alia, monitoring integrity of the financial statements of the Company and ensuring objectivity and credibility of financial reporting, reviewing the internal control system of the Group as well as overseeing the relationship with the external auditors of the Company. During the year under review, three Audit Committee meetings were held and one resolution in writing was passed by all members of the Audit Committee. Details of attendance of the Audit Committee members at the said Audit Committee meetings are set out below: Audit Committee members Number of Audit Committee meetings attended/held   Mr. Yim Kai Pung    (Chairman of the Audit Committee) 3/3 Mr. Choi Kin Pui, Russelle 3/3 Mr. Luk Ka Yee, Patrick 2/3 Ms. Yeung Mo Sheung, Ann 3/3 During the year under review, the Audit Committee had considered, reviewed and/or discussed (1) the auditing and financial reporting matters; (2) the appointment of external auditors including the terms of engagement; (3) the annual and interim results; and (4) the effectiveness of the internal control system of the Group. Each member of the Audit Committee has unrestricted access to the external auditors and all senior staff of the Group. Terms of Reference Remuneration Committee The Company formulated written terms of reference for the Remuneration Committee in accordance with the requirements of the Listing Rules, full text of which is available on the weblink "Terms of Reference" below. The Remuneration Committee currently consists of the Chairman of the Board, the NED and all INEDs with Mr. Yeung Hoi Sing, Sonny acts as the chairman of the Remuneration Committee. The major responsibilities of the Remuneration Committee are to make recommendation to the Board on the Company's policy and structure for remuneration of the Directors and senior management of the Company (the "Senior Management") and on the establishment of a formal and transparent procedure for developing remuneration policy and to determine specific remuneration packages of all executive Directors and the Senior Management. The Remuneration Committee takes into consideration on factors such as salaries paid by comparable companies, time commitment and responsibilities of the Directors and the Senior Management. During the year under review, one Remuneration Committee meeting was held and several resolutions in writing were passed by all members of the Remuneration Committee for, inter alia, reviewing the remuneration policy for all Directors and the Senior Management, and determining remuneration packages of certain executive Directors and the Senior Management respectively. Details of attendance of the Remuneration Committee members at the said Remuneration Committee meeting are set out below: Remuneration Committee members Number of Remuneration Committee meeting attended/held     Mr. Yeung Hoi Sing, Sonny    (Chairman of the Remuneration Committee) 1/1 Mr. Choi Kin Pui, Russelle 1/1 Mr. Luk Ka Yee, Patrick 0/1 Mr. Yim Kai Pung 1/1 Ms. Yeung Mo Sheung, Ann 1/1 Terms of Reference Executive Committee The Executive Committee was established by the Board with specific written terms of reference in November 2006. It consists of all executive Directors, namely Mr. Yeung Hoi Sing, Sonny, Mr. Lee Siu Cheung and Mr. Ma Ho Man, Hoffman with Mr. Yeung Hoi Sing, Sonny acts as the chairman of the Executive Committee. The Executive Committee is responsible for reviewing and approving, inter alia, any matters concerning the day-to-day management, business and operation affairs of the Company, and any matters to be delegated to it by the Board from time to time. Nomination of Directors The Company has not established a nomination committee and the Board will review its size, structure and composition (including the skills, knowledge and experience) of the members of the Board from time to time as appropriate to ensure that the Board has a balance of skills and experience appropriate for the business of the Company. During the year under review, the Board passed a written resolution to appoint Mr. Ma Ho Man, Hoffman as an executive Director after consideration by reference to his ability, skill and experience. Besides, the Board reviewed its own size, structure and composition, and also assessed the independence of INEDs. Internal Controls The Board is responsible for ensuring that the Group maintains sound and effective internal control system so as to safeguard the investment of the Company's shareholders and the assets of the Group. During the year under review, an independent auditor and the Audit Committee have conducted a review of the internal control system of the Group for the year ended 30 September 2006. The Board has assessed the effectiveness of the Group's internal control system by considering the reviews conducted by the said independent auditor and the Audit Committee. In October 2007, an independent professional firm (the "Independent Professional Firm") has been engaged by the Company to review the internal control system of the Group for the year ended 30 September 2007 which cover all material controls, including financial, operational and compliance controls as well as risk management functions. The Independent Professional Firm has performed the said review and the relevant review report has been considered by the Audit Committee for conducting its review on the effectiveness of the said internal control system. The Board, through the reviews made by the Independent Professional Firm and the Audit Committee, considers that the Group's internal control system has been implemented effectively. Directors' and Auditors' Responsibilities for the Financial Statements The Directors acknowledge their responsibilities for the preparation of the financial statements of the Group and ensure that the financial statements are in accordance with statutory requirements and applicable accounting standards. The Directors also ensure the timely publication of the financial statements of the Group. The statement of the external auditors of the Company, CCIF CPA Limited, about their reporting responsibilities on the financial statements of the Group is set out in the Report of Auditors on page 33 of the Company's Annual Report 2007. The Directors confirm that, to the best of their knowledge, information and belief, having made all reasonable enquiries, they are not aware of any material uncertainties relating to events or conditions that may cast significant doubt upon the Company's ability to continue as a going concern. Auditors' Remuneration For the year ended 30 September 2007, the amounts paid to the external auditors of the Group in respect of the following services provided to the Group are as follows:   30 September 2007 HK$'000 Audit services   947 Taxation advisory services   45 Other advisory services   200     1,192 Communication with Shareholders The annual general meeting provides a useful forum for shareholders to exchange views with the Board. At the annual general meeting of the Company held on 19 March 2007 ("2007 Annual General Meeting"), the Chairman as well as the chairmen of the Audit Committee and the Remuneration Committee were present to answer shareholders' questions. Separate resolutions are proposed at general meetings on each substantially separate issues, including the election of individual Directors. Details of the poll voting procedures and the rights of shareholders to demand a poll were included in the circular to shareholders of the Company (the "Shareholders") regarding, inter alia, the notice of 2007 Annual General Meeting. The said circular also contained relevant details of the proposed resolutions, including biographical details of each Director standing for re-election. At the 2007 Annual General Meeting, all the resolutions were dealt with on a show of hands and were passed by the Shareholders. * Updated as per the Company's Annual Report 2007 Back to Top