Corporate Governance      |      The Board      |      Chairman and CEO      |      Directors' Independence      |      Board Committees      |      Inside Information Committee      |      Chapter 18 Compliance Committee

Corporate Governance

Regent is committed to a high standard of corporate governance, for which the Directors are accountable to the Company.

Regent has applied the principles of The Corporate Goverance Code (the “CG Code”) contained in Appendix 14 to The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “HK Listing Rules”) in a manner consistent with best practices of a listed issuer. The primary responsibility for performing the corporate governance functions for the Company, as referred to in the terms of reference set out in Code Provision D.3.1 of the CG Code, rests with the Board of Directors, with the full support of the Company's company secretary and its executive management.

A detailed Corporate Governance Report is included in the Company's Annual Report.

Regent continues to monitor developments in the area of corporate governance as they relate to listed issuers in Hong Kong.

The Code for Securities Transactions

In compliance with Code Provision A.5.4 of The Code on Corporate Governance Practices, which was re-stated as Code Provision A.6.4 of the CG Code with effect from 1 April 2012, Regent adopted its Code for Securities Transactions by Directors and Employees (the “Group's Code”), on exactly the terms and required standard contained in The Model Code for Securities Transactions by Directors of Listed Issuers (the “Model Code”) set out in Appendix 10 to the HK Listing Rules, on 31 March 2004. The Group's Code was last revised on 10 December 2012 (to take effect from 1 January 2013) in order to comply with the amendments made to the Model Code consequential to the introduction of the statutory disclosure regime in respect of inside information under the new Part XIVA of the Securities and Futures Ordinance of Hong Kong.

The Code for Securities Transactions by Directors and Employees of the Regent Pacific Group is available here.

Reporting

Regent prepares reports and financial statements to give a true and fair view of its affairs. The Directors acknowledge their responsibility for preparing the accounts and presenting a balanced, clear and comprephensive assessment of the Company's performance, position and prospects. You can view the Group’s annual and interim reports by clicking on this link.

The Group's regulatory filings and press releases can be viewed here.

The Board

The Board currently consists of six Directors.

The biographical details of the Directors in office can be viewed here.

The role of the Board is to provide Regent with good governance and strategic direction. The Board also reviews the Group's control and accountability framework in line with The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the Company's internal charter.

Responsibility for day to day management of the business lies with the executive management team, with the Board agreeing the overall financial plan.

The Directors have agreed to a formal schedule of matters specifically reserved for decision by the Board, including material capital commitments, issuance, purchase or redemption of its securities (including options), significant contracts with any Director and bank borrowings.

To ensure an efficient process, the Board meets regularly. Details of directors' attendance at board and committee meetings are set out in the Company's Annual Report.

Directors receive timely, regular and necessary management and other information to enable them to fulfil their duties, including regular updates of the development in the laws and regulations applicable to Regent. The Board has agreed a procedure for the Directors to have access to independent professional advice at the Company's expense and to the advice and services of the Company Secretary.

Chairman and CEO

The Chairman provides leadership for the Board. He also ensures that the Board works effectively and discharges its responsibilities and that all key and appropriate issues are discussed by the Board in a timely manner.

The Chief Executive Officer is responsible for the day-to-day management of the Company's business.

In order to ensure a balance of power and authority, the roles of the Chairman of the Board and the Chief Executive Officer are segregated and the division of their responsibilities has been established by the respective written terms of reference. The Chairman, however, has delegated the following duties to the Chief Executive Officer or the Company Secretary so that: -
 

(i) the Chief Executive Officer is empowered to draw up and approve the agenda for each Board meeting taking into account, where appropriate, any matters proposed by the other Directors for inclusion in the agenda; and
   
(ii)  the Company Secretary is empowered to, with the guidance from the Chief Executive Officer, despatch the notice, agenda and accompanying Board papers to all Directors in a timely manner.

 

 

Directors' Independence

Corporate governance standards in Hong Kong where Regent is listed require at least three independent non-executive directors on the Board, and that a majority of members of the Remuneration Committee, Audit Committee and Nomination Committee are similarly independent.

In compliance with Rules 3.10(1) and 3.10A of The Rules Governing the Listing of Securities (the “HK Listing Rules”) on The Stock Exchange of Hong Kong Limited (the “HK Stock Exchange”), the Board currently comprises three independent non-executive directors, namely David Comba, Julie Oates and Mark Searle, representing more than one-third of the Board.

Each of the independent non-executive directors has confirmed: (i) that he/she complies with the independence criteria referred to in Rule 3.13(1) to (8); (ii) that he/she has no past or present financial or other interest in the business of the Company or its subsidiaries or any connection with any connected person (as such term is defined in the HK Listing Rules) of the Company; and (iii) that there are no other factors that may affect his/her independence.

The Directors consider that all three independent non-executive directors are independent under the independence criteria referred to in Rule 3.13(1) to (8) and are capable to effectively exercise their independent judgement. Amongst them, Julie Oates, has the appropriate professional qualifications and accounting and related financial management expertise required under Rule 3.10(2). Julie Oates and Mark Searle serve in the audit committee, connected transactions committee, nomination committee and remuneration committee of the Company, while Julie Oates is the Chairlady of the first two committees and Mark Searle is the Chairman of the remuneration committee. And, David Comba is a member of the technical committee of the Company.

Details of the composition of the various committees of the Board are available from the "List of Directors" on the websites of the Company and the HK Stock Exchange.

Board Committees

The Board has established an Audit Committee, a Remuneration Committee, a Nomination Committee and a Connected Transactions Committee.

Audit Committee

The Audit Committee was established on 11 March 1999, with its specific written terms of reference which deal with its authority and duties. Its terms of reference were subsequently amended in order to incorporate the amendments made from time to time to the code provisions in C.3 of the former Code on Corporate Governance Practices (the "Code on CG Practices") and later The Corporate Governance Code (the "CG Code"), as set out in Appendix 14 to The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "HK Listing Rules"), and were recently amended on 17 April 2015 in order to comply with the relevant code provisions in C.2 and C.3 of the CG Code, which was designated to take effect on 1 January 2016. The committee's purpose is to assist the Board in: (i) providing an independent review of the effectiveness of the Company's financial reporting process; (ii) evaluating and determining the nature and extent of the risks the Board is willing to take in achieving the Company's strategic objectives and ensuring that the Company establishes and maintains appropriate and effective risk management and internal control systems; and (iii) overseeing the audit process and performing other duties and responsibilities as assigned by the Board.

In compliance with Rule 3.21 of the HK Listing Rules, the Audit Committee currently comprises the Non-Executive Chairman of the Board (James Mellon) and two Independent Non-Executive Directors, namely Julie Oates and Mark Searle. The committee is chaired by Julie Oates, who has the appropriate professional qualifications and accounting and related financial management expertise required under Rule 3.10(2).

The terms of reference of the Audit Committee are available here.

The Directors have engaged an independent professional firm to conduct a review of the Group's internal control systems, including financial, operational and compliance.

Remuneration Committee

The Remuneration Committee was established on 5 November 2004, with its specific written terms of reference which deal with its authority and duties first adopted on 18 March 2005 in compliance with the code provisions in B.1 of the former Code on CG Practices. Its terms of reference were recently amended on 13 March 2012 in order to comply with the relevant code provisions in the CG Code which was designated to take effect on 1 April 2012.

In compliance with Rule 3.25 of the HK Listing Rules, the committee currently comprises the Non-Executive Chairman of the Board (James Mellon) and two Independent Non-Executive Directors, namely Julie Oates and Mark Searle, and is responsible to review and approve the remuneration packages of the Directors. The committee is chaired by Mark Searle.

Since its establishment, the Remuneration Committee has adopted the model where the committee should determine, with delegated responsibility, remuneration packages of individual Executive Directors and senior management, being the model referred to in Code Provision B.1.2(c) of the CG Code.  No Directors or any of their associates are involved in deciding their own remuneration.

The terms of reference of the Remuneration Committee are available here.


Nomination Committee

The Nomination Committee was established on 13 March 2012, with its specific written terms of reference which deal with its authority and duties, in compliance with the code provisions in A.5 of the CG Code which was designated to take effect on 1 April 2012. In compliance with Code Provision A.5.1 of the CG Code, the committee currently comprises the Non-Executive Chairman of the Board (James Mellon) and two Independent Non-Executive Directors, namely Julie Oates and Mark Searle, and is responsible for the nomination of Directors of the Company and the review of the composition of the Board. The committee is chaired by James Mellon.

The terms of reference of the Nomination Committee are available here.


Connected Transactions Committee

The Connected Transactions Committee was established on 20 October 2008 to review and monitor any conflict of interests that the Group may have with any of its directors, employees or members and, moreover, any actual or potential connected or related party transaction (including connected transactions exempted under the HK Listing Rules) that the Group is proposing to enter into, including any approvals thereof. The committee comprises two independent non-executive directors, namely Julie Oates (Chairlady) and Mark Searle, and the Chief Executive Officer (Jamie Gibson).

The terms of reference of the Connected Transactions Committee are available here.

Inside Information Committee

The Inside Information Committee was established on 28 January 2013 in view of the introduction of the statutory disclosure regime in respect of inside information under the new Part XIVA of the Securities and Futures Ordinance (the “SFO”) and the consequential amendments made to The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “HK Listing Rules”), which took effect on 1 January 2013.

The committee reviews and monitors the compliance of the Company with its statutory disclosure obligations under Part XIVA of the SFO, the HK Listing Rules and other applicable laws and regulations in respect of disclosure and transparency relevant to the Company.

The committee comprises Jamie Gibson (the Executive Director and the Chief Executive Director), the Company Secretary, the Chief Financial Officer and the General Counsel.

Chapter 18 Compliance Committee

The Chapter 18 Compliance Committee was established on 4 June 2010 in view of the changes made on 3 June 2010 to Chapter 18 of The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “HK Listing Rules”) in respect of mineral companies.

The committee's purpose is to review and monitor compliance with the requirements laid down in these revised Chapter 18 of the HK Listing Rules (together with associated provisions of the Listing Rules), principally in respect of future transactional work, ongoing reporting compliance, and to keep the Board appraised of any amendments to Chapter 18 or to the HK Listing Rules more generally as they relate to or affect Regent.

The committee is chaired by Jamie Gibson (Executive Director and Chief Executive Officer), with members comprising David Comba (Independent Non-Executive Director) and senior management.

The terms of reference of the Chapter 18 Compliance Committee are available here.