貿易通2019 年年報

Tradelink Electronic Commerce Limited Annual Report 2019 48 Corporate Governance Report (Continued) 企業管治報告書 （續） (4) 董事會（續） (iii) 委任、輪席退任及重選連任 所有非執行董事（包括獨立非執行董 事）均獲委任為期三年，而全體董事 須根據本公司組織章程細則第 100 條 輪席退任及膺選連任。據此，董事會 內半數董事（或倘董事數目並非二之 倍數，則為最近但不多於半數之董 事）須每年於每屆股東週年大會（「股 東週年大會」）上退任，惟符合資格 者可重選連任。 (iv) 主席及行政總裁 董事會主席及行政總裁的職位分別 由李乃 熺 博士， S.B.S., J.P. 及謝錦強先 生擔任，以維持有效的職責分工。主 席專責監督董事會的運作及本集團 的策略，而行政總裁則專責管理本 集團的日常業務。 緊隨本公司於二零一九年九月二十 日舉行的董事研討會後，董事會主 席與獨立非執行董事舉行了一次沒 有執行董事及非執行董事出席的會 議。 (v) 董事所付出的時間 董事已確認，彼等於年內付出足夠 時間，履行彼等身為董事會及其轄 下委員會成員的職務。董事亦已確 認，彼等獲提供有關本集團營運、業 績及業務前景的每月更新資料，有 助彼等履行職務。高級管理人員已 提供額外資訊、解釋及說明，以回應 董事查閱相關資料時提出的疑問。 (4) Board of Directors (Continued) (iii) Appointment, Rotational Retirement and Re- election All non-executive directors (including independent non- executive directors) were appointed for a period of three years and all directors are subject to retirement by rotation and re-election in accordance with Article 100 of the Articles of Association of the Company. Pursuant to that, one half of the Directors (or, if the number is not a multiple of two, then the number nearest to but not greater than one half) shall retire each year but are eligible for re-election at each annual general meeting (“AGM”). (iv) Chairman and Chief Executive Officer The positions of the Chairman of the Board and the Chief Executive Officer are held by Dr. LEE Nai Shee, Harry, S.B.S., J.P. and Mr. TSE Kam Keung respectively to maintain effective segregation of duties. The Chairman is responsible for overseeing the functioning of the Board and the strategies of the Group while the Chief Executive Officer is responsible for managing the Group’s day-to-day businesses. The Chairman of the Board held a private session with the Independent Non-executive Directors without the presence of the Executive Directors and the Non-executive Directors immediately after the Directors’ Conference of the Company held on 20 September 2019. (v) Directors’ Time Commitments The Directors have confirmed that, during the course of the year, they devoted adequate time to discharging their duties as members of the Board and its Committees. The Directors also confirmed that they had been provided with monthly updates on the Group’s operations, performance and business prospects to enable them to discharge their duties. Additional information, explanation and clarification were provided by Senior Management in response to questions raised by them in the course of their reviews of such materials.