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Corporate Governance

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:

Governance Structure

The Board of Directors oversees the four committees below:

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)
Professor Poon Ka Yeung, Larry (Independent Non-executive Director)

The Company established an Audit Committee on 15 April 1999 and adopted the terms of reference of the Audit Committee which has been updated in August 2015 in alignment with the amendments to the Corporate Governance Code and Corporate Governance Report.

The role of the Audit Committee is to review the reports and proposals from management and to make recommendations to the Board of Directors of the Company in respect of the financial reporting and other statutory obligations, risk management and internal control systems, audit process and corporate governance practices with a view to assist the Board to fulfill its duties in relation to internal control, risk management, financial management and corporate governance. The Audit Committee is advisory and not supervisory in nature and its principal duties are as follows:

  1. 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;
  2. to discuss with the management the Company’s statement on risk management and internal control systems, to review the internal audit programme and internal auditors’ reports, to 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;
  3. 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;
  4. 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;
  5. to review arrangements that employees of the Company can use, in confidence, to raise concerns about possible improprieties in financial reporting, risk management, 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; and
  6. to review the implementation and compliance of the Deed of Right of First Refusal dated 10 May 2013 entered into between the Group and Langham Hospitality Investments and Langham Hospitality Investments Limited (“LHI”) regarding the grant of a right of first refusal by the Group to LHI in relation to certain investment and disposal of hotel properties by the Group as more particularly described in the prospectus of LHI in order to maintain a clear delineation of the respective businesses of LHI and that of the Group.
REMUNERATION COMMITTEE

Composition

Mrs. Lee Pui Ling, Angelina (Chairwoman) (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)
Professor Poon Ka Yeung, Larry (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 amendments to the Corporate Governance Code and Corporate Governance Report.

The Remuneration Committee reviews and approves the remuneration packages for all Directors and Senior Management. It is also responsible for setting up formal and transparent procedures to formulate policy on Executive Directors’ remuneration and to ensure remuneration levels are sufficient to attract and retain Directors to run the Company successfully without paying more than necessary. The principal duties of the Remuneration Committee are as follows:

  1. to have the delegated responsibility to determine the remuneration packages of the Company’s employees including Executive Directors and Senior Management; and;
  2. to decide on the grant of share options under such Share Option Scheme as may from time to time be adopted by the Company.
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 December 2018 in alignment with the amendments to 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 principal duties of the Nomination Committee are as follows:

  1. to review the structure, size and composition (including the skills, knowledge and experience) of the Board and make recommendations on any proposed changes to the Board to complement the Company’s corporate strategy;
  2. to identify individuals suitably qualified to become Board members and make recommendations to the Board on the selection of individuals nominated for directorships;
  3. to make recommendations to the Board on the appointment or re-appointment of Directors and succession planning for Directors; and
  4. to assess the independence of Independent Non-executive Directors.
FINANCE COMMITTEE

Composition

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

The Company established a Finance Committee on 11 March 2003. Members of the Finance Committee meet regularly on a weekly basis. Matters considered by the Finance Committee and the decisions reached are reported to the Board at regular Board meetings.

The role of the Finance Committee is to assist the Board in overseeing its policies and fulfilling its responsibilities with respect to financial matters. Apart from the day-to-day interactions, the principal duties of the Finance Committee are as follows:

  1. to review the financial position of the Company including the present or future borrowings and/or other financial obligations and/or liabilities, actual, contingent or otherwise of the Group;
  2. to approve the use of seal of the Company onto any instruments in relation to the provision of guarantee or indemnity by the Company to support any tender submissions to be made by any members of the Group for any government or public sector contracts of whatsoever nature on normal commercial terms; and
  3. to approve and authorise the opening and closing of and update the list of authorised signatories or signing arrangement in relation to any accounts maintained with any financial intermediates including banks and financial institutions in the name of the Company.

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.