Corporate Governance

Keep pace with Miramar Group

The Company is committed to maintaining a high standard of corporate governance. The Board has overall responsibility for the system of internal controls of the Company and has reviewed its effectiveness. The Board is committed to implementing an effective and sound internal controls system to safeguard the interests of shareholders and the Company’s assets.

The Board makes broad policy decisions and has delegated the responsibility to the Chief Executive Officer for corporate policy formulation and schematization, as well as promoting the Group’s business development and enhancing its competitiveness and status in the industry. The key function of the Chairman is the management of the Board. The day-to-day management and operation of the Company’s businesses are delegated to the senior management. The Board has the following matters specifically reserved for its approval:

1. Major acquisitions and disposals, and joint ventures;
2. Major project investments, and major capital expenditure programmes;
3. Annual budgets, and business and financial plans;
4. Financial statements, dividend distributions, capital structure, treasury policy, and accounting policy;
5. Remuneration policy and terms of employment of the senior executive team;
6. Public announcements as required under the Listing Rules.

Board meetings were held regularly to review and approve financial results, evaluate operating performance and direct business development. The Board has established four board committees to assist it in carrying out its responsibilities; and they are the General Purpose Committee, the Remuneration Committee, the Audit Committee and the Nomination Committee, all of which have defined terms of reference setting out their respective duties, powers and functions.

The Remuneration Committee comprises five members, three of them are independent non-executive directors, namely:
1. Dr. Timpson Chung Shui Ming (Committee Chairman)
2. Mr. Lee Ka Shing
3. Dr. David Sin Wai Kin
4. Mr. Richard Tang Yat Sun
5. Mr. Wu King Cheong
Terms of Remuneration

The Audit Committee comprises five members, three of them are independent non-executive directors, namely:
1. Dr. Timpson Chung Shui Ming (Committee Chairman)
2. Dr. David Sin Wai Kin
3. Dr. Patrick Fung Yuk Bun
4. Mr. Dominic Cheng Ka On
5. Mr. Wu King Cheong
Terms of Reference

The Nomination Committee comprises four members, three of them are independent non-executive directors, namely:
1. Mr. Lee Ka Shing (Committee Chairman)
2. Dr. David Sin Wai Kin
3. Mr. Wu King Cheong
4. Dr. Timpson Chung Shui Ming
Terms of Reference

The Directors are responsible for overseeing the preparation of the annual financial statements which give a true and fair view of the Group’s state of affairs and of the results and cash flow for the year. The Group’s financial statements are prepared in accordance with all relevant statutory requirements and applicable accounting standards. The Directors are responsible for ensuring that appropriate accounting policies are selected and applied consistently; and that judgment and estimates made are prudent and reasonable; and that the accounts are prepared on an ongoing-concern basis.

Documents regarding Corporate Governance

1.  Articles of Association

2.  Procedures for shareholders to propose a person for election as a director

3.  List of Directors and their Role and Function

4.  Board Diversity Policy

5.  Environmental Policy

6.  Shareholders Communication Policy