TUNG LOK RESTAURANTS (2000) LTD / Annual Report
2016
18
Corporate Governance Report
Principle 6: Access to Information
In order to fulfill their responsibilities, directors should be provided with complete, adequate and timely information prior to
Board meetings and on an on-going basis so as to enable them to make informed decisions to discharge their duties and
responsibilities.
6.1 Board members to be
provided with complete
and adequate information
in timely manner; Board
to have separate and
independent access to the
Management
Board members are provided with adequate and timely information prior to Board meetings
and committee meetings, and on an on-going basis. The Board papers provide sufficient
background and explanatory information from the Management on financial impact, business
strategies, risk analysis, regulatory implications and corporate issues to enable the directors
to be properly briefed on issues to be considered at Board and Board Committee meetings.
Such explanatory information may also be in the form of briefings to provide additional
insights to the directors or formal presentations made by the Management in attendance at
the meetings, or by external consultants engaged on specific projects.
Requests for information from the Board are dealt with promptly by Management. Board
interaction with, and independent access to, the Management are encouraged. Whenever
necessary, management staff will be invited to attend the Board meetings and committee
meetings to answer queries and provide detailed insights into their areas of operations.
However, sensitive matters may be tabled at the meeting itself or discussed without papers
being distributed.
6.2 To include board papers
and related materials,
background or explanatory
information relating to
matters brought before the
Board
The Board is provided with quarterly management reports, financial statements, cash flow
projections, annual budgets and explanation on material variances from forecasts to enable
the directors to oversee the Group’s operational and financial performance. Directors are also
informed on an on-going basis as and when there are significant developments or events
relating to the Group’s business operations.
Proposals to the Board for decision or mandate sought by Management are in the form of
memo or board papers that give the facts, analysis, resources needed, expected outcome,
conclusions and recommendations, required to support the decision making process.
6.3 Directors to have access
to Company Secretary; Role
of Company Secretary
The Directors have separate and independent access to the Company Secretary. The
Company Secretary attends all Board and board committees meetings of the Company.
The Company Secretary also assists the Chairman and the Board to ensure that Board
procedures are followed and that applicable rules and regulations (in particular the Code,
Companies Act, Cap 50 and the Rules of Catalist) are complied with.
6.4 Appointment and
removal of the Company
Secretary should be a
matter for the Board as a
whole
The appointment and removal of the Company Secretary are subject to the Board’s approval.
6.5 Procedure for directors,
in the furtherance of their
duties, to take independent
professional advice, if
necessary, at the Company’s
expense
The directors, whether as a group or individually, may seek or obtain legal and other
independent professional advice, concerning any aspect of the Group’s operations or
undertakings in order to fulfill their roles and responsibilities as directors. The cost of
obtaining such professional advice will be borne by the Company.
