The Non-Executive Chairman ensures that Board meetings are held when necessary and sets the Board
meeting agenda (with the assistance of the company secretary and in consultation with the Executive
Director). The Chairman ensures that the Board members are provided with complete, adequate and
timely information. The Chairman ensures that procedures are introduced to comply with the Code
and ensures effective communication within the Board and with the shareholders.
The Board has delegated the daily operations of the Group to the Executive Director. The Executive
Director leads the Management team and executes the strategic plans in alignment with the strategic
decisions and goals set out by the Board and ensures that the Directors are kept updated and informed
of the Group’s businesses.
The Company notes that under Guideline 3.3 of the Code, the Company should appoint an
Independent Director to be the lead Independent Director where the Chairman is not an Independent
Director. Although no lead Independent Director has been appointed, there is a strong independent
element and distinct separation of responsibilities between the Chairman and the Executive Director
as mentioned above.
Major proposals and decisions made by the Board are subject to majority approval by the members
of the Board and reviewed by the ARC, whose members comprise Independent and Non-Executive
Directors of the Company. Both performance and appointment to the Board are reviewed periodically
by NC and their remuneration packages are reviewed periodically by the RC. Members of the ARC,
NC and RC comprise of Independent and Non-Executive Directors. The Board believes that there are
sufficiently strong and adequate safeguards to ensure an appropriate balance of power and authority
within the spirit of good corporate governance. In addition, all Directors make decisions objectively
in the interests of the Company.
Where warranted, the Independent Directors meet for discussions before the board meetings in the
absence of the Executive Director.
1.9
Board Membership
Principle 4: There should be a formal and transparent process for the appointment and re-
appointment of Directors to the Board.
The Board has delegated to the NC the functions of developing and maintaining a transparent
and formal process for the appointment of new Directors, making recommendations for Directors
who are due for retirement by rotation to seek re-election at general meeting and determining the
independent status of each Director.
22
CORPORATE
GOVERNANCE
HG METAL MANUFACTURING LIMITED
ANNUAL REPORT 2015
