M
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Corporate Governance

We believe that our Board includes a balanced composition of executive and non-executive Directors (including the independent non-executive Directors) so that our Board can effectively exercise independent judgement. We are also committed that our independent non-executive Directors should be of appropriate calibre. Our independent non-executive Directors are free of any business or other relationships which could interfere in any material manner with the exercise of their independent judgement.

 

In view of the overlapping directorships of Mr. CHEN Shuang and Mr. TANG Chi Chun, Richard in our Company and China Everbright Limited, the following measures have been adopted by us in respect of the enforceability of the Deed of Non-Competition and to strengthen our corporate governance practise to safeguard the interests of the Shareholders:

 

  • - the Articles of Association provide that any Director and his associates shall abstain from attending and voting at Board meetings in case of any issues of conflict of interests being put to be decided by members of the Board. In the event that any Director (including Mr. CHEN Shuang and Mr. TANG Chi Chun, Richard) is required to abstain from participating in any relevant Board meetings as aforesaid, the other executive Directors together with all the non-executive and independent non-executive Directors will maintain the effective functioning of the Board by leveraging on their collective expertise and business experience;

 

  • - our independent non-executive Directors will hold an annual meeting to review the compliance of our Controlling Shareholder with the Deed of Non-Competition and to evaluate the effective implementation of the Deed of Non-Competition;

 

  • - we will disclose decisions on matters reviewed by independent non-executive Directors relating to the enforcement of the Deed of Non-Competition (if any) in our annual report or, where our Board considers it appropriate, by way of an announcement; and

 

  • - our Controlling Shareholder will make an annual confirmation as to compliance with the Deed of Non-Competition for inclusion in our annual report.

 

Further, any transaction that is proposed between us and our Controlling Shareholders or their respective associates will be required to comply with the requirements of the Listing Rules, including, where applicable, the reporting, announcement and independent shareholders’ approval requirements.

 

The Board is committed to maintaining good corporate governance standards as well as achieving a high standard of corporate governance as an essential component of quality and has applied corporate governance practices appropriate to the conduct and growth of business of the Group.

  • Audit Committee

    Mr. CHOW Kwong Fai, Edward, JP (Chairman)

    Mr. FAN Yan Hok, Philip

    Mr. NIEN Van Jin, Robert

    Mr. CHEOK Albert Saychuan

    Our Audit Committee was established by the Board in September 2013 with written terms of reference in compliance with Rule 3.21 of the Listing Rules and Code Provision C.3 of the Corporate Governance Code. The primary duties of the Audit Committee include but not limited to reviewing and supervising our financial reporting process, internal control system, internal audit function and risk management and providing advices and comments to the Board.

  • Remuneration Committee

    Mr. FAN Yan Hok, Philip (Chairman)

    Mr. NIEN Van Jin, Robert

    Mr. CHEOK Albert Saychuan

    Mr. CHOW Kwong Fai, Edward, JP

    Our Remuneration Committee was established by the Board in September 2013 with written terms of reference in compliance with Rule 3.25 of the Listing Rules and Code Provision B.1 of the Corporate Governance Code. The primary duties of the Remuneration Committee include but not limited to regular monitoring of the remuneration of all the Directors and senior management to ensure that levels of their remuneration and compensation are appropriate.

  • Nomination Committee

    Mr. CHEOK Albert Saychuan (Chairman)

    Mr. FAN Yan Hok, Philip

    Mr. NIEN Van Jin, Robert

    Mr. CHOW Kwong Fai, Edward, JP

    Our Nomination Committee was established by the Board in September 2013 with written terms of reference in compliance with Code Provision A.5 of the Corporate Governance Code. The primary duties of the Nomination Committee include but not limited to selecting and recommending candidates for directorship, reviewing of the structure, size and composition of the Board and assessment of the independence of independent non-executive Directors.

  • Strategy Committee

    Mr. CHEN Shuang (Chairman)

    Mr. POON Ho Man

    Ms. LIU Wanting, Winnie

    Mr. TANG Chi Chun, Richard

    Our Strategy Committee was established by our Board in September 2013. The primary responsibilities of our Strategy Committee are to formulate the overall investment policies of our Group and establish investment guidelines in furtherance of policies. Our Strategy Committee is also responsible for monitoring the performance of our Group for compliance with the investment policies and guidelines.

IR Contact

China Aircraft Leasing Group Holdings Limited

Investor Relations Department