Corporate Governance Introduction

Introduction

The Company is committed to enhancing its corporate governance practices appropriately to the conduct and growth of its business, and to pursue a right balance between conformance and performance in its corporate governance.

In 2004, before our listing, we established an Audit Committee and a Remuneration Committee to assist the Board in its work and to ensure these functions are the subject of rigorous, independent review.

Since our listing in October 2006, Shui On Land's commitment to corporate governance is demonstrated through the following:

  •  Our Memorandum and Articles of Association provide that our Board of Directors must include a majority of independent non-executive directors ("INEDs"), and it also sets out the procedure for shareholders to propose a person for election as director (other than the retiring director of the Company or a person recommended by the Board of the Directors)
  •  The Board reviews its own structure, size and composition regularly to ensure that it has a balance of expertise, skills and experience appropriate for the requirements of the business of the Company
    i The number of INEDs exceeds the number required by Hong Kong Listing Rules
    ii All directors, including the non-executive director and INEDs, bring a wide spectrum of valuable business experience, knowledge and professionalism to the Board to ensure its efficient and effective functioning
  •  The respective functions of the Board and management of the Company have been formalised and set out in a written document. The Board will review this document once a year
  •  Our INEDs are free of any business or other relationship which could interfere in any material manner with the exercise of their independent judgment
  •  The Nomination Committee and the Finance Committee were established since year 2009 to further enhance the Group's corporate governance practices
  •  In January 2012, the Audit Committee was also assigned with the duties to assist the Board and its Chairman in performing the corporate governance duties as required under the latest amendments to the CG Code
  •  INEDs are invited to serve on the Audit, Remuneration, Nomination and Finance Committees of the Company. Our Audit Committee and Remuneration Committee are chaired by an INED respectively
  •  We established the shareholders' communication policy to ensure effective communication with shareholders

Shui On Land Corporate Governance Organisation