CORPORATE GOVERNANCE PRACTICE

The Board of Directors (the “Board”) of IRC is committed to promoting good corporate governance to safeguard the interests of the shareholders and to enhance the Group’s performance. The Group believes that conducting its businesses in an open and responsible manner and following good corporate governance practices serve its long-term interests and those of its shareholders.

The Board as a whole is responsible for performing the corporate governance duties and ensuring compliance with the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the “Stock Exchange”) (the “Listing Rules”). The Board reviews at least annually the corporate governance practices of the Company to ensure its continuous compliance with the Corporate Governance Code (the “CG Code”) as stated in Appendix 14 to the Listing Rules, and make appropriate changes if considered necessary.

 

Board of Directors

The Board provides leadership and supervises the overall direction of the Group’s businesses.

As at 31 December 2019, the Board comprised of nine Directors with two Executive Directors and seven Non-Executive Directors, of which five of them – representing more than half of the Board – are Independent Non-Executive Directors. The number of Independent Non-Executive Directors meets the requirements under Rule 3.10(A) of the Listing Rules. Each of the Independent Non-Executive Directors has made an annual confirmation of independence pursuant to Rule 3.13 of the Listing Rules. The Non-Executive Directors (including the Independent Non-Executive Directors) are appointed for a specific term not exceeding three years and are subject to retirement by rotation. Daniel Rochfort Bradshaw, Jonathan Eric Martin Smith and Chuang-fei Li have served as Independent Non-executive Directors of the Company for more than 9 years. During the years of appointment, they have demonstrated their abilities to provide an independent view to the Company’s matters. Notwithstanding their years of service as Independent Non-Executive Directors of the Company, the Nomination Committee and the Board are of the view that they are able to continue to fulfill their role as required. Independent Non-Executive Directors are identified as such in all corporate communications containing the names of the Directors. An updated list of the directors identifying the Independent Non-Executive Directors and the roles and functions of the directors is maintained on the websites of the Company and the Stock Exchange. The roles of the chairman and the chief executive are separated and are performed by Peter Hambro and Yury Makarov, respectively.

The current composition of the Board is characterized by significant diversity in terms of nationality, age, professional background and skills.

The Board believes that the balance between Executive and Non-Executive Directors is reasonable and adequate to provide sufficient checks and balances that safeguard the interests of shareholders and the Group. The Non-Executive Directors provide the Group with diverse expertise and experience. Their views and participation in Board and committee meetings bring independent judgement and advice on issues relating to the Group’s strategies, performance, conflicts of interest and management process, ensuring that the interests of all shareholders are taken into account. Two of the Independent Non-Executive Directors possess the appropriate professional accounting qualifications or related financial management expertise as required under the Listing Rules.

The Group provides briefings and other training to develop and refresh the directors’ knowledge and skills. The Group, together with its legal counsel and external auditors, continuously update directors on the latest developments regarding the Listing Rules and other applicable regulatory requirements, to ensure compliance and enhance their awareness of good corporate governance practices.

During the year, the Company organised a formal training session for the directors of the Company. The training session covered topics including updates on Listing Rules and the corporate governance environment.

The Board meets regularly to review the Group’s operational performance, financial statements, material investments in new projects, dividend policy, major financings, treasury policies and changes in accounting policies. All directors have access to board papers and related materials which are provided in a timely manner, and are able to include matters in the agenda for board meetings. For the year ended 31 December 2019, the Chairman of the Company held a number of meetings with the Non-Executive Directors (including the Independent Non-Executive Directors) without the presence of the Executive Directors.

The Company Secretary supports the Chairman, the Board and the Board Committees by ensuring good information flow and that the policies and procedures of the Board are followed. The Company Secretary advises the Board on governance matters and facilitates the induction and professional development of Directors. The Company Secretary is an employee of the Company and is appointed by the Board. All Directors may call upon the Company Secretary for advice and assistance at any time in respect to their duties and the effective operation of the Board and Board Committees. The Company Secretary also plays an essential role in the relationship between the Company and its shareholders, including assisting the Board in discharging its obligations to shareholders pursuant to the Listing Rules.

The day-to-day management and operation of the Group are delegated to the Executive Committee (“EC”), which comprises the Executive Directors, the Company Secretary and other senior management members of the Group. The EC is the principal management decision making body on all day-to-day operations and business affairs of the Group. The EC operates under guidelines and delegated authorities from the Board and meets on a regular basis.

For more details, please refer to the Company's 2019 Annual Report, page 58 to 72.

 

Terms of Reference of the Remuneration Committee

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Terms of Reference of the Nomination Committee

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Terms of Reference of the Audit Committee

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Terms of Reference of the Health, Safety & Environment Committee

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List of Directors and their Role and Function

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Directors of Subsidiaries

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Articles of Association

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Shareholders’ Rights

Subject to applicable legislation and regulations, including the Companies Ordinance (Chapter 622 of the Laws of Hong Kong), and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"), and the Articles of Association of the Company as amended from time to time, the shareholders of the Company may put forward proposals at a general meeting and convene general meetings in accordance with the following procedures:

1. Procedures for putting forward proposals at the annual general meeting ("AGM")
Requirements
The following persons (the "requisitionists") are entitled to put forward a proposal (which may properly be put to the meeting) for consideration by the shareholders at AGM:

Shareholder(s) representing at least 2.5% of the total voting rights of all shareholders at the date of the requisition having the right to vote on that resolution at the AGM; OR At least 50 shareholders at the date of the requisition having the right to vote on that resolution at the AGM.

Procedures
The written request must state the resolution, accompanied by a statement of not more than 1,000 words with respect to the matter referred to in any proposed resolution or the business to be dealt with at that meeting, signed by the requisitionists (or 2 or more copies which between then contain the signatures of all the requisitionists).

The written request must be deposited at 6H, 9 Queen’s Road Central, Hong Kong, the registered office of the Company, for the attention of Company Secretary not less than 6 weeks before the AGM to which the request relates; or if later, the time at which notice is given of the AGM.

The request will be verified with the Company's share registrar and upon their confirmation that the written request is proper and in order, the Company Secretary will report back the request to the Board of Directors to include the resolution in the agenda for the AGM. If the written request has been verified as not in order, the requisitionists will be advised of this outcome and accordingly, the proposed resolution will not be included in the agenda for the AGM.

The expenses of circulating members’ statements relating to the proposed resolutions or other business to be dealt with at AGM will be borne by the Company, if such requisitions are received in time for sending with the notice of the meeting. Otherwise, the expenses will be paid by the requisitionist(s) concerned. The requisitionists should deposit or tender, not later than 7 days before the AGM, a sum reasonably sufficient to meet the Company’s expenses in complying with such request.

2. Procedures for Shareholders to propose a person for election as a Director
If a shareholder wishes to propose a person other than a Director of the Company (the “Director”) for election as a Director, the shareholder must deposit a written notice (the “Notice”) to the principal place of business of the Company in Hong Kong at: 6H, 9 Queen’s Road Central, Central District, Hong Kong or the branch share registrar of the Company: Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong for the attention of the Company Secretary.

The Notice must state clearly the name of the shareholder and his/her/their shareholding, the full name of the person proposed for election as a Director, including the person’s biographical details as required by Rule 13.51(2) of the Listing Rules, and be signed by the Shareholder concerned (other than the person to be proposed). The Notice must also be accompanied by a letter of consent signed by the person proposed to be elected on his/her willingness to be elected as a Director.

The period for lodgement of the Notice will commence no earlier than the day after the despatch of the notice by the Company of the general meeting appointed for election of Directors of the Company and end no later than 7 days prior to the date of such general meeting. If the Notice is received less than 15 days prior to the general meeting, the Company will need to consider the adjournment of the general meeting in order to give shareholders 14 days' notice of the proposal.

The Notice will be verified with the Company's branch share registrar and upon their confirmation that the request is proper and in order. The Company Secretary of the Company will ask the nomination committee of the Company and the Board of Directors of the Company to consider including the resolution in the agenda for the general meeting proposing such person to be elected as a Director.

3. Procedures for convening a general meeting ("GM") by Shareholders
Requirements
Shareholder(s) representing at least 5% of the total voting rights of all the shareholders having the right to vote at GM may request the Company to convene a GM by depositing a written request to 6H, 9 Queen’s Road Central, Hong Kong, the registered office of the Company, for the attention of Company Secretary.

Procedures
The written request:
- must state the general nature of the business to be dealt with at the meeting;

- may include the text of a resolution that may properly be moved and is intended to be moved at the meeting;

- must be signed by the requisitionists and may consist of several documents in like form, each signed by one or more requisitionists.

The request will be verified with the Company's share registrar and upon their confirmation that the written request is proper and in order, the Company Secretary will ask the Board of Directors to convene a GM by serving sufficient notice in accordance with the statutory requirements to all the registered shareholders. On the contrary, if the written request has been verified as not in order, the requisitionists will be advised of this outcome and accordingly, a GM will not be convened as requested.

Where, within 21 days of the deposit of the requisition, the Directors of the Company do not proceed duly to convene a GM for a day not more than 28 days after the date on which the notice convening the GM is given, the requisitionists, or any of them representing more than one-half of the total voting rights of all of them, may themselves convene a meeting, but any meeting so convened shall not be held after the expiration of 3 months from the date of the original requisition.

Notice Periods
The notice period to be given to all registered shareholders for consideration of the proposal raised by the requisitionists at a GM, as follows:

14 clear days' or 10 clear business days' notice in writing, whichever is the longer. The 10 business days requirement would not be potentially applicable if the nomination is received after the notice of meeting has been issued; which wouldn't be the case in the scenario we are looking at.

Additionally, the Company needs to be given at least 28 days' notice in writing of the intention to move a resolution which requires the serving of special notice under the Companies Ordinance.

4. Contact Details
Shareholders may send their enquiries and concerns to the Company through the Company Secretary by writing to the following address:

Company Secretary
IRC Limited
6H, 9 Queen’s Road Central,
Hong Kong

The Company Secretary will forward the communications to the appropriate party or executive.