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Great Eagle Holdings Limited ("Great Eagle") is committed to maintaining and developing a high standard of corporate governance practices that are designed to enhance company image, boost shareholders’ confidence, and reduce the risk of fraudulent practices and ultimately serve the long-term interests of our shareholders. The Board of Directors of the Company continues to monitor and review the Company’s corporate governance practices in light of the regulatory requirements and the needs of the Company to underpinning our engrained value of integrity and accountability.

Guidelines, policies, and procedures have been established to maintain governance framework at Great Eagle. The following constitute key components of the Company's governance framework:

  • Corporate Governance Report (2016)

  • Memorandum of Association and Bye-laws

  • Code of Conduct

  • Policy on the Preservation and Prevention of Misuse of Inside Information

  • Code of Conduct regarding Securities Transactions by Directors and Relevant Employees

  • Reporting and Monitoring Policy on Connected Transactions

  • Social Media Policy


  • GOVERNANCE STRUCTURE

    AUDIT COMMITTEE

    Composition:

    Mr. Cheng Hoi Chuen, Vincent (Chairman) (Independent Non-executive Director)
    Professor Wong Yue Chim, Richard (Independent Non-executive Director)
    Mrs. Lee Pui Ling, Angelina (Independent Non-executive Director)
    Mr. Lee Siu Kwong, Ambrose (Independent Non-executive Director)

    An Audit Committee was established on 15 April 1999. The principal duties of the Audit Committee are as follows:

    (a)

    to review the Company’s half-year and annual report and financial statements of the Company and provide comments and advices thereon to the Board;

    (b)

    to discuss with the management the Company’s statement on internal control systems, to review the internal audit programme, and internal auditors’ reports, and ensure that the internal audit function is adequately resourced and has appropriate standing within the Company, and to review and monitor the effectiveness of the internal audit function;

    (c)

    to be primarily responsible for making recommendation to the Board on the appointment, re-appointment and removal of the external auditor, and to approve the audit fee and terms of engagement of the external auditor, and any questions of resignation or dismissal of that auditor; and

    (d)

    to review the external auditor’s management letter, any material queries from the auditor to management in respect of the accounting records, financial accounts or system of internal control and management’s response to the points raised.

    (e)

    to review arrangements employees of the Company can use, in confidence, to raise concerns about possible improprieties in financial reporting, internal control or other matters and ensure that proper arrangements are in place for fair and independent investigation of these matters and for appropriate follow-up action.

    View full version of Terms of Reference of Audit Committee



    REMUNERATION COMMITTEE

    Composition:

    Mrs. Lee Pui Ling, Angelina (Chairman) (Independent Non-executive Director)
    Mr. Cheng Hoi Chuen, Vincent (Independent Non-executive Director)
    Professor Wong Yue Chim, Richard (Independent Non-executive Director)
    Mr. Lee Siu Kwong, Ambrose (Independent Non-executive Director)

    The Company established a Remuneration Committee on 8 March 2004 and adopted the terms of reference of the Remuneration Committee which has been updated in February 2012 in alignment with the Code Provision B.1.2 as set out in the Corporate Governance Code and Corporate Governance Report, with additional functions and duties covering the Company’s employees and share option scheme. The additional functions are as follows:

    (a)

    to have the delegated responsibility to determine the Company’s policy and structure for all remuneration of the Company’s employees; and

    (b)

    to decide on the grant of share options under such Share Option Scheme as may from time to time be adopted by the Company.

    View full version of Terms of Reference of Remuneration Committee


    NOMINATION COMMITTEE

    Composition:

    Professor Wong Yue Chim, Richard (Chairman) (Independent Non-executive Director)
    Mr. Cheng Hoi Chuen, Vincent (Independent Non-executive Director)
    Mrs. Lee Pui Ling, Angelina (Independent Non-executive Director)
    Mr. Lee Siu Kwong, Ambrose (Independent Non-executive Director)
    Professor Poon Ka Yeung, Larry (Independent Non-executive Director)

    The Company established a Nomination Committee on 8 March 2005 and adopted the terms of reference of the Nomination Committee which has been updated in February 2012 in alignment with the Code Provision A.5.2 as set out in the Corporate Governance Code and Corporate Governance Report.

    The Nomination Committee is responsible for formulating policy and making recommendations to the Board on nominations, appointment or re-appointment of Directors and Board succession. The Committee develops selection procedures for candidates, and will consider different criteria including the balance of skills and knowledge, as well as experience of the Board when required. The Committee also reviews the structure, size and composition of the Board and assesses the independence of Independent Non-executive Directors.

    View full version of Terms of Reference of Nomination Committee


    FINANCE COMMITTEE

    Composition:

    Dr. Lo Ka Shui (Chairman) (Executive Director)
    Mr. Lo Chun Him, Alexander (Executive Director)
    Mr. Kan Tak Kwong (Executive Director)
    Mr. Chu Shik Pui (Executive Director)

    The Company established a Finance Committee on 11 March 2003. Matters considered by the Finance Committee and the decisions reached were reported to the Board at regular Board meetings. Apart from the day-to-day interactions, the Finance Committee meets on an as needed basis to review the financial position of the Company and is responsible for reviewing and considering the present or future borrowings and/or other obligations and/or liabilities, actual, contingent of the Group.


    SHAREHOLDERS’ RIGHTS

    Under Bermuda Companies Act 1981, shareholders holding not less than one-tenth of the paid up capital of the Company may convene a special general meeting by written requisition stating the purpose of the meeting, and deposit the signed requisition at the Company’s registered office.

    Pursuant to Bye-law 114 of the Company, shareholder may propose a person other than a retiring director of the Company for election as a director of the Company at the general meeting, by lodging a written notice of nomination with the consent of nominated person at the principal office or registered office of the Company at least 7 days before the date of the general meeting.