17

# BOARD OF DIRECTORS (continued)

# Meetings of the Board and Directors’ Attendance Records

The regular meeting of the Board is scheduled four times a year at approximately quarterly intervals with notice given to the Directors at least 14 days in advance. For all other Board meetings, notice will be given in a reasonable time in advance. The Directors are allowed to include any matter in the agenda that is required for discussion and resolution at the meeting. To enable the Directors to be properly briefed on issues arising at each of the Board meetings and to make informed decisions, an agenda and the accompanying Board papers will be sent to all Directors at least three days before the intended date of the Board meeting, or such other period as agreed. The company secretary of the Company (the “Company Secretary”) is responsible for keeping all Board meetings’ minutes. Draft and final versions of the minutes will be circulated to the Directors for comments and record respectively within a reasonable time after each meeting and the final version is open for the Directors’ inspection.

The attendance record of each Director in respect of the meetings of the Board, Audit Committee, Remuneration Committee, Nomination Committee as well as the annual general meeting on 31 July 2020 (the “AGM”) is set out below:

<table><tr><td rowspan="2">Name of directors</td><td colspan="5">Attendance/Number of Meetings</td></tr><tr><td>Board</td><td>Audit
Committee</td><td>Remuneration
Committee</td><td>Nomination
Committee</td><td>AGM</td></tr><tr><td>Executive Directors:</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Mr. Kwong</td><td>4/4</td><td>N/A</td><td>N/A</td><td>1/1</td><td>1/1</td></tr><tr><td>Ms. Kwong</td><td>4/4</td><td>N/A</td><td>N/A</td><td>N/A</td><td>1/1</td></tr><tr><td>Mr. Lam</td><td>4/4</td><td>N/A</td><td>N/A</td><td>N/A</td><td>1/1</td></tr><tr><td>Independent Non-executive
Directors:</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Mr. Lai</td><td>3/4</td><td>4/5</td><td>2/2</td><td>N/A</td><td>1/1</td></tr><tr><td>Dr. Cheng</td><td>4/4</td><td>5/5</td><td>2/2</td><td>1/1</td><td>1/1</td></tr><tr><td>Mr. Kwok</td><td>4/4</td><td>5/5</td><td>2/2</td><td>1/1</td><td>1/1</td></tr></table>

The Board held a meeting on 18 June 2021 and, amongst other matters, considered and approved the audited consolidated financial statements of the Group for the Year.

Apart from the Board meetings above, consents and/or approvals of the Board were also obtained by way of written resolutions on a number of matters.

# 18

# BOARD OF DIRECTORS (continued)

# Board Diversity Policy

The Board adopted a policy of the Board diversity, including the measurable objectives set for implementing the same on 23 March 2018. The Nomination Committee will review these objectives regularly.

The Company recognises and embraces the benefits of a diversity of Board members. It endeavours to ensure that the Board has a balance of skills, experience and diversity of perspectives appropriate to the requirements of the Company’s business. All Board nominations, appointments and re-appointments will continue to be made on a merit basis with due regard for the benefits of diversity of the Board members and the nomination policy of the Company. Selection of candidates will be based on a range of diversity perspectives, including but not limited to gender, age, cultural and educational background, ethnicity, professional experience, skills and knowledge.

# CHAIRMAN AND CHIEF EXECUTIVE

Code provision A.2.1 of the CG Code stipulates that the roles of chairman and chief executive should be separate and should not be performed by the same individual. During the Year, Mr. Kwong was the Chairman and the chief executive officer (the “CEO”) of our Group. In view of the fact that Mr. Kwong has been operating and managing the Group since 2000, the Board believes that it is in the best interest of the Group to have Mr. Kwong taking up both roles for effective management and business development. Therefore, the Board considers that the deviation from code provision A.2.1 of the CG Code is appropriate in such circumstance.

# BOARD COMMITTEES

The Board has established four Board committees, namely the Audit Committee, the Nomination Committee, the Remuneration Committee and Executive Committee to oversee particular aspects of the Company’s affairs. The Board committees are provided with sufficient resources to discharge their duties.

# Audit Committee

The Audit Committee was established on the Listing Date with written terms of reference in compliance with the CG Code. The written terms of reference of the Audit Committee are published on the respective websites of the Stock Exchange and the Company. The Audit Committee comprises all the INEDs, namely Mr. Lai, Dr. Cheng and Mr. Kwok. Mr. Lai is the chairman of the Audit Committee.