The Board of directors (the “Directors”) of Truly International Holdings Limited (the “Company”) considers that good corporate governance of the Company is essential to safeguarding the interests of the shareholders and enhancing the performance of the Group.The Board is committed to maintain and ensure high standards of corporate governance.
The Board will continuously review and improve the corporate governance practices and standards of the Company to ensure that business activities and decision-making processes are regulated in a proper and prudent manner.
Board of Directors and Board Committees
List of Directors and their Roles and Functions
The Board
The Board was responsible for the Company’s corporate governance, and was ultimately accountable for the Company’s activities, strategies and financial performance.
The Board was mainly responsible for formulating and approving the business strategies,objectives, policies and plans of the Company, and monitoring the execution of the Company’s strategies. It was also responsible for overseeing the operating and financial performance of the Company and establishing appropriate risk control policies and procedures in order to ensure that the strategic objectives of the Company are materialized. In addition, the Board was also responsible for improving the corporate governance structure and enhancing communications with shareholders.
The Board has delegated the responsibilities for the execution of strategies and decision-making for day-to-day operation of the Company to the management team headed by the Managing Director, Mr. Lam Wai Wah.
The management reported regularly to the Board on the operating and financial performance of the Company. Development, expansion and other major capital expenditure and commitment, as well as major financing decisions were all reviewed and approved by the Board.
Directors’ Training
Directors should participate in appropriate continuous professional development to develop and refresh their knowledge and skills to ensure that their contribution to the Board remains informed and relevant. All directors are encouraged to attend relevant training courses at the Company’s expenses. The Company has been encouraging the directors to participate continuous professional development courses and seminars organized by professional institutions or professional firms and reading materials on relevant topics so that they can continuously update and further improve their relevant knowledge and skills.
In addition, the Company Secretary reports from time to time the latest changes and development of the Listing Rules, corporate governance practices and other regulatory regime to the Directors with written materials.
Board committees
The Board was supported by three Board Committees. Each Board Committee has its own responsibilities, power and functions. The chairman of the respective Board Committees reported to the Board from time to time and made recommendations on matters discussed when appropriate.
Remuneration Committee
The Company has established the remuneration committee (the “Remuneration Committee”) in compliance with the Listing Rules. The Remuneration Committee is governed by its terms of reference, which have been revised by the Board on 26 March 2012 pursuant to the CG Code, setting out the Remuneration Committee’s authority, duties and responsibilities are available on the websites of the Company and the Stock Exchange.
The primary duties of the Remuneration Committee are to make recommendations to the Board on the Company’s policy and structure of the remuneration of the directors and senior management and the specific remuneration packages of all executive directors and senior management.
Nomination Committee
The Company has established the nomination committee (the "Nomination Committee”) in compliance with the Listing Rules. The Nomination Committee is governed by its terms of reference, which have been revised by the Board on 20 August 2014 pursuant to the CG Code, setting out the Nomination Committee’s authority, duties and responsibilities are available on the websites of the Company and the Stock Exchange.
The primary duties of the Nomination Committee are to review the structure, size and composition of the Board on a regular basis and to make recommendations to the Board on matters relating to any proposed changes.
The Company has adopted a board diversity policy (“Board Diversity Policy”) which sets out its approach to achieve and maintain diversity on the Board in order to enhance the effectiveness of the Board.
Audit Committee
The Company has established the audit committee(the “Audit Committee”) in compliance with the Listing Rules. The Audit Committee is governed by its terms of reference, which have been revised by the Board on 26 March 2012 pursuant to the CG Code, setting out the Audit Committee’s authority, duties and responsibilities are available on the websites of the Company and the Stock Exchange.
The primary duties of the Audit Committee are to review and provide supervision over the Group’s financial reporting matters and internal controls.
Shareholders’ Rights
To safeguard shareholder interests and rights, a separate resolution is proposed for each substantially separate issue at shareholder meetings, including the election of individual directors. All resolutions put forward at shareholder meetings will be voted on by poll pursuant to the Listing Rules and poll results will be posted on the websites of the Company and of the Stock Exchange after each shareholder meeting.
Investor Relations
(1) Communication with Shareholders and Procedures for putting forward proposals at general meetings
All published information,including financial statements, results announcements, circulars and notices of general meetings and associated explanatory documents are promptly posted on the Group’s website at www.truly.com.hk. Viewers can also send enquiries and proposals putting forward for shareholders’ consideration at shareholder meetings to the Board or senior management by email at [email protected] or directly by raising questions at the general meeting of the Company.
Shareholders Communication Policy
(2) Procedures for Shareholders to convene an extraordinary general meeting
Shareholders shall have the right to request the Board to convene an extraordinary general meeting (“EGM”)of the Company. Shareholders holding in aggregate of not less than one-tenth(10%) of the paid up capital of the Company which carries the right of voting at the general meeting of the Company may send a written request to the Board of the Company to request for a EGM. The written requisition, duly signed by the shareholders concerned, must state the purposes of the meeting and must be deposited at the Company’s principle place of business in Hong Kong.
Shareholders who wish to move a resolution at general meetings may follow the procedures set out in the preceding paragraph.
(3) Constitutional Documents
There was no change to the Company’s Memorandum and Articles of Association during the financial year 2013. A copy of the Memorandum and Articles of Association is posted on the websites of the Company and the Stock Exchange.
Memorandum and Articles of Association
(4) Procedures for Shareholders to Propose a Person for Election as a Director
Procedures for Shareholders to Propose a Person for Election as a Director