Governance

Enhance corporate value, maintain sustainable long-term development and maximize shareholders returns have always been our goals. In order to better achieve the above objectives, Convoy Financial Services Holdings Limited ("Company") is firmly committed to enhancing public and shareholder confidence by firm adherence to the Code on Corporate Governance Practices issued by the Hong Kong Stock Exchange, emphasizing transparency and accountability to the shareholders.

Audit Committee Members

Independent Non-Executive Directors
  • Mr. Ma Yiu Ho, Peter (Chairman)
  • Mrs. Fu Kwong Wing Ting, Francine
  • Dr. Wu Ka Chee, Davy

The Company established an audit committee on 23 June 2010 with written terms of reference in compliance with Rules 3.21, 3.22 and 3.23 of the Listing Rules. The primary duties of the audit committee are mainly to make recommendation to the Board on the appointment and removal of external auditor; review the financial statements and material advice in respect of financial reporting; and oversee internal control procedures of the Company.

Remuneration Committee Members

Independent Non-Executive Directors
  • Mrs. Fu Kwong Wing Ting, Francine (Chairman)
  • Dr. Wu Ka Chee, Davy
Executive Director
  • Mr. Wong Lee Man

The Company established a remuneration committee on 23 June 2010 with written terms of reference in compliance with paragraph B1.1 of the Code on Corporate Governance Practices as set out in Appendix 14 to the Listing Rules. The primary duties of the remuneration committee are to make recommendation to the Board on the overall remuneration policy and structure relating to all Directors and senior management of the Group; review performance based remuneration; and ensure none of our Directors determine their own remuneration.

Nomination Committee Members

Independent Non-Executive Directors
  • Mrs. Fu Kwong Wing Ting, Francine (Chairman)
  • Dr. Wu Ka Chee, Davy
Executive Director
  • Ms. Fong Sut Sam

The Company established a nomination committee on 23 June 2010 with written terms of reference in compliance with paragraph A4.4 of the Code on Corporate Governance Practices as set out in Appendix 14 to the Listing Rules have been adopted. The primary function of the nomination committee is to make recommendations to the Board regarding candidates to fill vacancies on the Board.

Corporate Governance Committee

Independent Non-Executive Directors
  • Dr. Wu Ka Chee, Davy (Chairman)
  • Mrs. Fu Kwong Wing Ting, Francine
Executive Director
  • Ms. Fong Sut Sam
  • Mr. Mak Kwong Yiu

Terms of Reference for the Corporate Governance Committee

The Corporate Governance Committee of CONVOY FINANCIAL SERVICES HOLDINGS LIMITED (the "Company", and together with its subsidiaries, the "Group") is a committee of the board of directors of the Company (the "Board") to (1) develop and review the Group's policies and practices on corporate governance and make recommendations to the board; and (2) review and monitor the Company's policies and practices on compliance with legal and regulatory requirements.

Membership

a). The Corporate Governance Committee shall be appointed by the Board from amongst the directors of the Company and shall consist of not less than two members. Two members shall be a quorum.

b). The Chairman of the Corporate Governance Committee shall be appointed by the Board.

Attendance at Meetings

c). Legal and Compliance Director of the Company shall attend meetings the agenda of which includes legal and regulatory compliance issues. Other Board members and the Chief Executive Officer of the Company can request to attend any Committee meeting.

d). The Company Secretary shall be the secretary of the Committee.

Frequency of Meetings

e). Meetings shall be held not less than twice a year.

Authority

f). The Corporate Governance Committee was authorised by the Board to investigate any activity within its terms of reference. It was authorised to seek any information it required from any employee and all employees were directed to co-operate with any request made by the Committee.

g). The Corporate Governance Committee was authorised by the Board to obtain outside legal or other independent professional advice and to secure the attendance of outsiders with relevant experience and expertise if it considered this necessary.

Duties

h). The duties of the Corporate Governance Committee should include the followings:

  • to discuss with the Legal and Compliance Director and, if necessary, the Audit Committee the nature and scope of internal audit;
  • to review, in particular to:
    • any changes in compliance policies;
    • disciplinary actions taken by authorities;
    • significant breach of compliance policies;
    • significant compliance incidents;
    • compliance with statutory regulations; and
    • reports from Legal and Compliance Director;
  • to develop, review and monitor the code of conduct (if any) and compliance manual applicable to employees and directors;
  • develop and review procedures designed to ensure that the Board can function effectively;
  • to review the corporate governance procedures of the Group and monitoring compliance with the relevant legal and regulatory requirements;
  • to review and approve the corporate governance report to be published in the annual report of the Company;
  • to advise on voluntary disclosure including but not limited to environmental, social and governance reporting;
  • to review the format and quality of information provided to the Board by management;
  • to ensure that the Company has adequate policies and procedures to allow the Company to meet all of its continuous disclosure requirements;
  • to ensure that, in liaison with the Audit Committee, the Group has adequate policies and procedures to identify and manage the principal risks of the Group's business; and
  • to consider any topics relating to the corporate governance of the Group, as instructed by the Board from time to time.

Reporting Procedure

i). The secretary shall circulate the minutes of the meetings of the Corporate Governance Committee to all members of the Board.