The Board of Directors has long been firmly committed to ensuring a high level of corporate governance standards. Such commitment emphasizes transparency, accountability and independence. Set out below are those principles of corporate governance as adopted by the Company:

List of Directors and their Role and Function

Board Committees

The Board has established the following committees (all chaired by non-executive directors) with defined terms of reference: the Audit Committee, the Nomination Comittee and the Remuneration Committee.

1. Audit Committee (Terms of Reference)
2. Nomination Committee, and (Terms of Reference)
3. Remuneration Committee (Terms of Reference)

Please refer to the latest Corporate Governance Report for detail.

 

The primary goal of the remuneration policy on executive remuneration packages is to enable C&T to retain and motivate executive directors by linking their compensation with performance as measured against corporate objectives. Under the policy, a director is not allowed to approve his own remuneration.

The principal elements of C&T's executive remuneration package include basic salary, discretionary bonus and share option.

• Basic Salary

  The Group Chairman annually reviews and approves the basic salary of each executive director in accordance with the Group's remuneration policy. The Group Chairman is entitled to an aggregate fixed basic salary which is subject to annual review by the Remuneration Committee without his attendance.

• Discretionary Bonus

  C&T implements a performance-based discretionary bonus scheme for each executive director. Under this scheme, the computation of discretionary bonus is based on measurable performance contribution by the respective executive directors.

• Share Option and Share Award Scheme
  

  The Remuneration Committee approves all grants of share options and award shares under the Company's approved share option scheme and share award scheme to executive directors, having regard to their individual performance and achievement of business targets in accordance with the Company's objectives of maximizing long-term shareholder value.

Besides, the Company indemnifies directors with a Directors’ and Officers’ Liability Insurance Policy.

 

The remuneration, comprising directors' fee, of independent non-executive directors is subject to annual assessment and recommendation by the Remuneration Committee for shareholders' approval at the Annual General Meeting. Reimbursement is allowed for out-of-pocket expenses incurred in connection with the performance of their duties including attendance at Company's meetings. The Company indemnifies directors and with a Directors’ and Officers’ Liability Insurance Policy.

 

The Board opined that the Company has complied with the code provision set out in the Code of Corporate Governance Practice (the "CG Code") as stipulated in Appendix 14 of the Rules Governing the Listing of Securities On The Stock Exchange of Hong Kong Limited ("Listing Rules") during the reporting year except on the deviations noted below.

Code provision A.2.1 stipulates that the roles of chairman and chief executive should be separate and should not be performed by the same individual. Currently, the Company does not have a separate Chairman and Chief Executive and Mr. Ng Cheung Shing, the founder of the Group, holds both positions. The Board believes that vesting the roles of both chairman and chief executive in the same individual provides the Group with strong and consistent leadership and allows for more effective and efficient planning and execution of long-term business strategies.

Code provision A.4.1 stipulates that non-executive directors should be appointed for a specific term and subject to reelection. Independent non-executive directors of the Company do not have a specific term of appointment but are subject to retirement by rotation in accordance with the provisions of the bye-laws of the Company. The Company therefore considers that sufficient measures have been taken to ensure that its corporate governance practices are similar to those provided in the CG Code and is currently taking measures to revise the terms of appointment of all the non-executive directors to better comply with the CG Code.

Please refer to the last Corporate Governance Report for detail.

 

Information of the Company and the Group are delivered to its shareholders through a number of channels, which includes annual report, interim report, announcements and circulars. The latest information of the Company and the Group together with the published documents are also available for on the Company's website (www.ctil.com).

 

C&T contributes to the well-being of the societies as well as the long-term development of the IT industry, and provide support to people in need.

The Group endorses senior executives in accepting public offices which currently include various government and non-government advisory boards and professional associations promoting Hong Kong's trade and IT industry as well as advancement of the human capital. Executives' participations include serving on the Information Infrastructure Advisory Committee of the HKSAR Government, the Vocational Training Council, the Chinese Manufacturers' Association of Hong Kong, Hong Kong Computer Society, Information and Software Industry Association, the Advisory Committee for the Department of Electronic Engineering of the City University of Hong Kong and the Science Faculty Advisory Committee of the Hong Kong Baptist University.

C&T further provides institutional support in the form of sponsorships for charitable support by direct donation or direct employee involvement in fundraising activities organized by leading charitable organizations. Some of the activities included the Trailwalker event organized by Oxfam Hong Kong and the New Territories Walk of the Community Chest.