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Tradelink Electronic Commerce Limited
Interim Report 2017
Corporate Governance
企業管治
22
Compliance with Corporate Governance Code
The Company is committed to a high standard of corporate governance
practices and every effort is made to ensure full compliance with the code
provisions in the Corporate Governance Code (the “Code”) set out in Appendix
14 of the Listing Rules. Save as disclosed herein, the Company confirms that
it has complied with all code provisions during the six months ended 30 June
2017.
Code provision A.6.7 of the Code stipulates that the Independent Non-executive
Directors (“INED”) and other Non-executive Directors (“NED”) should attend
the annual general meeting (“AGM”) of the Company. Mr. YING Tze Man,
Kenneth, one of the NED of the Company, did not attend the AGM held on 11
May 2017 (“2017 AGM”) due to other business engagements overseas.
The Board
Currently, the Company is led by and controlled through its Board which
comprises three Executive Directors (“ED”), three NED, including the Chairman
of the Board, and five INED. The Board oversees the overall management and
operations of the Company with the objective of enhancing shareholder value.
There are no service contracts between the Company and three of its INED,
namely Mr. CHUNG Wai Kwok, Jimmy, Mr. CHAK Hubert and Mr. HO Lap
Kee, Sunny,
J.P.
Each of the term of service for the aforesaid INED is the period
up to his retirement by rotation 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) retires each year but are eligible for re-election at each AGM.
Each of the Directors is subject to retirement by rotation at least once every three
years. At the 2017 AGM, in accordance with the Articles of Association of
the Company, Dr. LEE Nai Shee, Harry,
S.B.S., J.P.
,
Dr. LEE Delman, Mr. YING
Tze Man, Kenneth (the “Re-appointed NED) retired and were re-appointed as
NED and Ms. CHAN Chi Yan and Mr. CHAU Tak Hay (the “Re-appointed
INED”) retired and were re-appointed as INED. The Company entered into
service contracts with the Re-appointed NED and Re-appointed INED, each for
a period of three years. The service contract can be terminated by the Company
or the Re-appointed NED/Re-appointed INED by giving one month’s notice in
writing or payment in lieu of notice. The Re-appointed NED and Re-appointed
INED shall retire by rotation in accordance with the Articles of Association of the
Company and the Listing Rules or at such time as may be required by resolution
of the Board of the Company.
遵守企業管治守則
本公司致力維持高水平的企業管治常規，並致力確保全面遵
守上市規則附錄十四所載企業管治守則（「守則」）的守則條
文。除本報告所披露者外，於截至二零一七年六月三十日止
六個月，本公司確認一直遵守所有守則條文。
守則的守則條文第
A.6.7
條訂明獨立非執行董事（「獨董」）及
其他非執行董事（「非執董」）應出席本公司股東周年大會（「股
東周年大會」）。本公司非執董之一英子文先生因其他海外事
務未能出席於二零一七年五月十一日舉行的股東周年大會
（「二零一七年股東周年大會」）。
董事會
本公司由董事會領導及管治。現時，董事會成員包括三名執
行董事（「執董」）、三名非執董（包括董事會主席）及五名獨
董。董事會監察本公司的整體管理及營運，旨在提升股東價
值。
本公司與其中三名獨董鍾維國先生、翟廸強先生及何立基先
生，
J.P.
並無訂立任何服務合約。上述獨董各自的服務年期
至彼等根據本公司組織章程細則第
100
條輪席退任為止。據
此，半數董事（或倘董事數目並非二的倍數，則最接近但不
多於半數的董事）須每年於每屆股東周年大會上退任，惟符
合資格者可膺選連任。每名董事每三年至少輪席告退一次。
於二零一七年股東周年大會，根據本公司組織章程細則，李
乃 博士，
S.B.S., J.P.
、李國本博士、英子文先生（「獲重選非
執董」）退任並獲重選為非執董，而陳紫茵女士及周德熙先生
（「獲重選獨董」）退任並獲重選為獨董。本公司與獲重選非執
董及獲重選獨董訂立各份為期三年的服務合約。服務合約可
以由本公司或獲重選非執董╱獲重選獨董透過發出一個月事
先書面通知或以繳付代通知金方式予以終止。獲重選非執董
及獲重選獨董須根據本公司組織章程細則及上市規則或按本
公司董事會不時決議規定的時間輪席退任。