CORPORATE GOVERNANCE & SUSTAINABILITY | CORPORATE GOVERNANCE The Non-Executive Directors bring independent advice, Board. The Nomination Committee, a majority of which is judgement and, through constructive challenge, scrutiny of comprised of Independent Non-Executive Directors, executives and review of performance and risks. The Audit, assesses the suitability and independence of potential Nomination and Remuneration Committees of the Board candidates to be appointed as Independent Non-Executive comprise only Non-Executive Directors. Directors and reviews the independence of each The Board considers that five of the nine Non-Executive Independent Non-Executive Director annually. The Directors are independent in character and judgement and Independent Non-Executive Directors meet with the fulfil the independence guidelines set out in Rule 3.13 of Chairman at least once annually without the presence of the Listing Rules. S.T. Fung has served as an Independent other Directors and they can interact with management Non-Executive Director for more than nine years. The and other Directors including the Chairman through formal Directors are of the opinion that he remains independent, and informal means. Independent professional advice is notwithstanding his length of tenure. S.T. Fung continues to also available to all Directors whenever necessary. A review demonstrate the attributes of an Independent Non- of these mechanisms is conducted on an annual basis to Executive Director noted above and there is no evidence ensure their effectiveness. that his tenure has had any impact on his independence. Responsibilities of Directors The Board believes that his detailed knowledge and On appointment, the Directors receive information about experience of the Group’s business and his external the Group including: experience continue to be of significant benefit to the Company, and that he maintains an independent view of • the role of the Board and the matters reserved for its its affairs. attention Confirmation has been received from all Independent • the role and terms of reference of Board Committees Non-Executive Directors that they are independent as set • the Group’s corporate governance practices and out in Rule 3.13 of the Listing Rules. None of the procedures Independent Non-Executive Directors holds cross- • the powers delegated to management and directorships or has significant links with other Directors • the latest financial information through involvements in other companies or bodies. Directors update their skills, knowledge and understanding The Independent Non-Executive Directors: of the Company’s businesses through their participation at meetings of the Board and its committees and through • provide open and objective challenge to management regular meetings with management at the head office and and other Board members in the divisions. Directors are regularly updated by the • raise intelligent questions and challenge constructively Company Secretary on their legal and other duties as and with vigour Directors of a listed company. • bring outside knowledge of the businesses and markets Through the Company Secretary, Directors are able to in which the Group operates, providing informed insight obtain appropriate professional training and advice. and responses to management The number of Independent Non-Executive Directors Each Director ensures that he/she can give sufficient time represents at least one-third of the Board of Directors. and attention to the affairs of the Group. All Directors disclose to the Board on their first appointment their Taking into account all of the circumstances described in interests as a Director or otherwise in other companies or this section, the Company considers all of the Independent organisations and such declarations of interests are Non-Executive Directors to be independent. updated regularly. No Director was a director of more than The Company has in place effective mechanisms to ensure two other listed companies (excluding the Company) at that independent views and input are available to the 31st December 2022. 94