The Company is committed to maintaining high standard of corporate governance within a sensible framework with an emphasis on the principles of integrity, transparency and accountability.  The board of directors of the Company (the “Board”) believes that good corporate governance is essential to the success of the Company and to the enhancement of shareholders’ value.

The Board opined that the Company has complied with the code provision set out in the Corporate Governance Code (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 period except on the deviations noted below.

The CG code provision C.2.1 stipulates that the roles of chairman and chief executive officer (“CEO”) should be separate and should not be performed by the same individual.

The Board considered that the powers and authorities have not been concentrated as all major decisions have been made in consultation with the Board and appropriate Board committees, as well as top management.  In addition, there are at least three independent non-executive directors on the Board offering their experience, expertise, independent advice and views from different perspectives.  The Board is therefore of the view that there are adequate balance of power and safeguards in place.

The Board reviewed the scope of operation and management structure of the Group and considered the current organisation structure was effective and there is no imminent need to appoint CEO.  However, the Board will continue to review the effectiveness of the Group’s corporate governance structure and will consider whether any change, including the appointment of CEO, are necessary.

Reference is made to the announcement of the Company dated 18 August 2023 in relation to the appointment of CEO, Mr. Chung Kin Yip has been appointed as CEO of the Group to manage day-to-day business with effect from 1 September 2023.

The Company considers that sufficient measures have been taken to ensure that its corporate governance practices are similar to those provided in the CG Code.

The Board currently comprises four executive directors and three independent non-executive directors:

Executive directors:

Ir. Ng Cheung Shing (Chairman)
Mr. Cheung Wai Lam
Mr. Leung King San Sunny
Mr. Ng Kwok Keung

Independent non-executive directors (“INEDs”):

Ms. Chan Yuen Shan Clara
Mr. Poon Siu Hoi Casey
Mr. Ting Leung Huel Stephen

To strengthen the functions of the Board, there are several Board Committees namely, the Audit Committee, the Remuneration Committee, the Nomination Committee, the Investment Committee and the Risk Management Committee formed under the Board, with each performing different functions.

The membership information of each committee is set out below.

Audit Committee

Mr. Ting Leung Huel Stephen (Chairman)
Ms. Chan Yuen Shan Clara
Mr. Poon Siu Hoi Casey

Remuneration Committee

Mr. Poon Siu Hoi Casey (Chairman)
Ms. Chan Yuen Shan Clara
Mr. Leung King San Sunny
Ir. Ng Cheung Shing
Mr. Ting Leung Huel Stephen

Nomination Committee

Mr. Poon Siu Hoi Casey (Chairman)
Ms. Chan Yuen Shan Clara
Mr. Leung King San Sunny
Ir. Ng Cheung Shing
Mr. Ting Leung Huel Stephen

Investment Committee

Ir. Ng Cheung Shing (Chairman)
Mr. Poon Siu Hoi Casey

Risk Management Committee

Mr. Leung King San Sunny (Chairman)
Ms. Chan Yuen Shan Clara
Mr. Cheung Wai Lam
Mr. Ng Kwok Keung

The Board is responsible for maintaining and reviewing the effectiveness of the risk management and internal controls of the Company, including material financial, operational and compliance controls, risk management functions and particularly the adequacy of resources, staff qualifications and experience, training programs and budget of the accounting and financial reporting function. The Board, assisted by the Audit Committee and the Risk Management Committee, is required to assess the effectiveness of the risk management and internal control systems on an ongoing basis. Appropriate policies and control procedures have been designed and established to ensure that assets are safeguarded against improper use or disposal, relevant rules and regulations are adhered to and complied with, reliable financial and accounting records are maintained in accordance with relevant accounting standards and regulatory reporting requirements, and key risks that may impact on the Group’s performance are appropriately identified and managed. These control procedures are designed to manage, rather than eliminate, the risk of failure to achieve business objectives and such procedures can only provide reasonable, and not absolute, assurance against material misstatement or losses.

Effective risk management is a fundamental part of the Group’s business strategy. Recognising and managing risk is central to the business and to protect the shareholders’ interests and value. The Company operates within overall guidelines and specific parameters set by the Board. Each transaction is comprehensively analysed to understand the risks involved. Responsibility for managing risks lies initially with the business functions concerned, working within the overall strategy and risk tolerance established by the Board, in conjunction with the Audit Committee and the Risk Management Committee.

The Board meets quarterly, or more often if necessary, to review the Group’s operations and financial performance. The Board also reviews the risks to the assets and operations of the Company, and acts upon any comments from the internal and external auditors. The Board considers the economic environment and the industry risk in assessing business risk. The management also meets at least monthly to review the operations of the Group and discuss any identified issues.

Key risks, control measures and management actions are continually identified, reviewed and monitored by the management as part of the Group’s enterprise wide risk management framework. The internal auditor assists and guides the management in the formulation of risk policies and processes to effectively identify, evaluate and manage significant risks (including Environmental, Social and Governance (“ESG”) risks). The management has established a risk identification and management process. The risk profiles are reported to the Risk Management Committee, the Audit Committee and the Board on a regular basis to highlight changes in the risk assessment, quantitative and qualitative factors affecting the inherent risks and effectiveness of respective controls. The ownership of these risks lies with the respective business functions with stewardship residing with the Board. Action plans to manage the risks are continually being monitored and refined by the management and the Board. The internal auditor conducts audits to review the risk management framework and processes and assess the effectiveness of the internal controls of the Group, including material financial, operational and compliance controls. Any material noncompliance or lapses in internal controls together with corrective measures are reported to the Risk Management Committee and the Audit Committee.

In performing its audit of the financial statements, the external auditors perform tests over operating effectiveness of certain controls that they intend to rely on which are relevant to the Group’s preparation of its financial statements. The external auditors report any significant deficiencies in such internal controls to the Risk Management Committee and the Audit Committee.

In addition to the review of risk management and internal controls undertaken within the Company, from time to time, the Board and/or the management will engage professional third parties to assess and comment on the adequacy and effectiveness of the risk management and internal controls and, where appropriate, recommendations will be adopted and enhancements to the risk management and internal controls will be made.

Based on the framework established and the reviews conducted by the internal and external auditors, the Board opines, with the concurrence of the Audit Committee, that there are adequate and effective risk management and internal control systems in place within the Group in addressing material financial, operational, compliance and information technology control risks in its current business environment.

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 on the Company’s website.

The Company’s annual general meeting provides a useful platform for direct communication between the Board and shareholders. Separate resolutions are proposed on each substantially separate issue at the general meetings.

Shareholders are encouraged to participate in general meetings or to appoint proxies to attend and vote at meetings for and on their behalf if they are unable to attend the meetings.

The process of the Company’s general meeting will be monitored and reviewed on a regular basis, and, if necessary, changes will be made to ensure that Shareholders’ needs are best served.

According to Section 74 of the Companies Act 1981 of Bermuda (the “Act”) and Bye-law 58 of the Bye-laws of the Company, shareholders holding in aggregate not less than 10% of the paid-up capital of the Company have the right, by written requisition to the Board or the secretary of the Company, to request a special general meeting to be called by the Board for the transaction of any business specified in such requisition, and such meeting shall be held within two months after the deposit of such requisition.

Any number of shareholders representing not less than 5% of the total voting rights of the Company on the date of the requisition or not less than 100 shareholders of the Company are entitled to put forward a proposal for consideration at a general meeting of the Company. Shareholders should follow the requirements and procedures as set out in Section 79 of the Act for putting forward such proposal at a general meeting.

In relation to the shareholders communication, the shareholders can contact the Company Secretary or the Vice President of Corporate Development and Communications by email to InvestorRelation@ctil.com or by mail to Level 10, Cyberport 2, 100 Cyberport Road, Hong Kong.