# D. APPOINTMENT AND SUCCESSION PLANNING OF DIRECTORS

The procedures and process of appointment, re-election and removal of Directors are laid down in the code provisions A.4 set out in the Code contained in Appendix 15 of the GEM Listing Rules throughout the year ended 31 March 2018.

Code A.4.1 stipulates that Non-executive Directors should be appointed for a specific term, subject to re-election and Code A.4.2 stipulates that all Directors appointed to fill a casual vacancy should be subject to election by shareholders at the first general meeting after their appointment.

All Independent Non-executive Directors appointed has entered into a letter of appointment with the Company for a term of one year and renewable automatically for successive terms of another year unless terminated by three-month notice in writing served by either party. Pursuant to the Code A.4.2, the Directors, regardless of his/her term of appointment, if any, are subject to retirement by rotation at least once every three years and any new director appointed to fill a casual vacancy is subject to re-election by shareholders at the first general meeting after his/her appointment. The Company in practice will observe Code A.4.2 and will ensure that any new director appointed to fill a casual vacancy shall submit himself/herself for re-election by shareholders at the first general meeting after his/her appointment.

# E. CHAIRMAN AND CHIEF EXECUTIVE

Code A.2.1 stipulates that the roles of Chairman and Chief Executive should be separate and should not be performed by the same individual.

Mr. Shiu Yeuk Yuen is the Chairman and Chief Executive Officer of the Company. In view of the scale of operations of the Company and the fact that daily operations of the Group’s business is delegated to the senior executives and department heads, the Board considers that vesting the roles of both Chairman and Chief Executive Officer in the same person will not impair the balance of power and authority between the Board and the management of the Company. The Board also believes that the current structure provides the Company with strong and consistent leadership and allows for effective and efficient planning and implementation of business decisions and strategies. It is in the best interest of the Group to maintain the current practice for continuous efficient operations and development of the Group.

# F. REMUNERATION COMMITTEE

A remuneration committee (the “Remuneration Committee”), consisting of three Independent Non-executive Directors and two Executive Directors, was set up by the Company in accordance with the Code. The Remuneration Committee has adopted written terms of reference in compliance with Code Provision B.1.3. The primary duties of the Remuneration Committee include the following:

– evaluating the performance and making recommendations to the Board on the remuneration packages of the individual executive directors and senior management;

– making recommendations to the Board on the Company’s policy and structure for all Directors’ and senior management remuneration and on the establishment of a formal and transparent procedure for developing remuneration policy;

– reviewing and approving the management’s remuneration proposals with reference to the board’s corporate goals and objectives.

During the year ended 31 March 2018, the Remuneration Committee held three meetings with presence of all eligible members and reviewed and made recommendations on the remunerations packages of the Directors of the Group.

None of the Directors participated in the determination of his/her own remuneration. Attendance of the members of the Remuneration Committee is set out below:

<table><tr><td>Name of Directors</td><td>Number of meeting
attended/Number of
meeting held</td></tr><tr><td>Mr. Kam Tik Lun, CPA, FCCA, LL.M (ICFL)</td><td>3/3</td></tr><tr><td>Mr. Shiu Yeuk Yuen</td><td>3/3</td></tr><tr><td>Mr. Leung Ge On, Andy</td><td>3/3</td></tr><tr><td>Dr. Siu Yim Kwan, Sidney, S.B.St.J.</td><td>3/3</td></tr><tr><td>Mr. Ho Siu King, Stanley, BEng (Civ E-Law) (HKU), LLB (HKU) and LLM (LSE)</td><td>3/3</td></tr></table>

# G. AUDIT COMMITTEE

The Company established an Audit Committee with written terms of reference in compliance with the GEM Listing Rules. The primary duties of the Audit Committee are to review the Company’s annual report and financial statements, half-yearly report and quarterly reports and to provide advice and comment thereon to the Board. The Audit Committee is also responsible for reviewing and supervising the financial reporting process and internal control procedures of the Group. Currently, it consists of three Independent Non-executive Directors, Mr. Kam Tik Lun, chairman of the Audit Committee, Dr. Siu Yim Kwan, Sidney and Mr. Ho Siu King, Stanley. Four meetings were held during the financial year ended 31 March 2018. Attendance of the members of the Audit Committee is set out below:

<table><tr><td>Name of Directors</td><td>Number of meeting
attended/Number of
meeting held</td></tr><tr><td>Mr. Kam Tik Lun, CPA, FCCA, LL.M (ICFL)</td><td>4/4</td></tr><tr><td>Dr. Siu Yim Kwan, Sidney, S.B.St.J.</td><td>4/4</td></tr><tr><td>Mr. Ho Siu King, Stanley, BEng (Civ E-Law) (HKU), LLB (HKU) and LLM (LSE)</td><td>4/4</td></tr></table>

The Company’s annual results for the year ended 31 March 2018, have been reviewed by the Audit Committee.

# H. NOMINATION COMMITTEE

A nomination committee (the “Nomination Committee”) consisting of three Independent Non-executive Directors and two Executive Directors was set up by the Company in accordance with the Code. The Nomination Committee has adopted written terms of reference, which have been amended by the Board in compliance with Code Provision A.5.3. The primary duties of the Nomination Committee include:

– reviewing the structure, size and composition (including the skills, knowledge and experience) of the Board at least annually and making recommendations on any proposed changes to the Board to complement the issuer’s corporate strategy;

– identify individuals suitably qualified to become board members and select or make recommendations to the board on the selection of, individuals nominated for directorships;

– reviewing the nomination of Directors and making recommendations to the Board on terms of such appointment;

– assessing the independence of Independent Non-executive Directors.

The Company has adopted a board diversity policy (the “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.