Section 5 Maintain the Board as a well functioning, balanced team led by the Chairman

Principle

The Board members have a collective responsibility to promote the interests of the company, and are collectively responsible for defining corporate governance arrangements. Ultimate responsibility for the quality of, and approach to, corporate governance lies with the Chairman.

The Board (and any committees) should be provided with high quality information in a timely manner to facilitate proper assessment of the matters requiring a decision or insight.

The Board should have an appropriate balance between Executive and Non-Executive Directors and should have at least two independent Non-Executive Directors. Independence is a board judgement.

The Board should be supported by committees (e.g. audit, remuneration, nomination) that have the necessary skills and knowledge to discharge their duties and responsibilities effectively.

Directors must commit the time necessary to fulfil their roles.

Compliance

The Board consists of four Non-Executive Directors.

The Chairman has been involved with the Company since its predecessor company, China Private Equity Investment Holdings Limited was admitted to AIM in 2009.

Ernest Wong Yiu Kit has also been a Non-Executive Director since 2009.

The Viscount Trenchard and Dr. Lee George Lam are relatively recently appointed to the Board. All four Non-Executive Directors are considered to be independent.

Each Director is engaged on a 12-month contract with 3 months’ notice on either side and is required to commit to a minimum of 2 days per calendar month.

The Directors attendance at Board meetings in the previous 12 months to 30 September 2018 was as follows:

  • John Croft 11/11
  • Ernest Wong 11/11
  • Hugh Trenchard 10/11
  • George Lam 11/11

As explained above, considering the size and nature of the Company, the Board does not intend to constitute any sub-committees.

As explained above, the Board receives detailed investment papers from the Investment Manager in relation to any asset which is either recommended for investment or disposal, including an executive summary of the due diligence findings, results of site visits and management meetings (including an assessment of the investee company’s management team), key financial metrics, key risk factors, the potential returns available, security for the investment and the type of instrument to be used.