Corporate Governance

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

Regent Pacific Group has applied the principles of the Corporate Governance Code (the “CG Code”) contained in Appendix C1 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “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 A.2.1 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 Pacific Group 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 C.1.3 of the CG Code, Regent Pacific Group has adopted its Code for Securities Transactions by Directors and Relevant Employees, on no less exacting terms as required by the standards contained in The Model Code for Securities Transactions by Directors of Listed Issuers, which are set out in Appendix C3 of the Listing Rules. 

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

Reporting

Regent Pacific Group 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 comprehensive 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 Pacific Group 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 Board 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 Pacific Group. The Board has agreed a procedure for the Directors to have access to independent professional advice at the Company's expense.

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: -
 

Directors' Independence

In compliance with the Rules Governing the Listing of Securities (the “Listing Rules”) on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”), the Board currently comprises three Independent Non-Executive Directors, namely Mark Searle, Adrian Chan and Ihsan Al Chalabi, representing more than one-third of the Board.

Each of the Independent Non-Executive Directors has confirmed that he has complied with the independence criteria under Rule 3.13 of the Listing Rules and has undertaken to inform the Company and the Stock Exchange as soon as practicable if there are any subsequent changes of circumstances which may affect his independence.

The Company and each of the non-independent Directors have confirmed that each of the Independent Non-Executive Directors continues to be independent under the independence criteria referred to in the Listing Rules and has proved to be capable of efficiently exercising independent judgement. 

Board Committees

The Board has established an Audit Committee, a Remuneration Committee, a Nomination Committee, an Inside Information Committee and an Investment Committee.

Audit Committee

The Audit Committee is comprised of the following members with the current composition as set out below:
 
Chairman of the Audit Committee:
Adrian Chan (Independent Non-Executive Director)
 
Members of the Audit Committee:
James Mellon (Non-Executive Chairman of the Board)
Mark Searle (Independent Non-Executive Director)

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 amended from time to time to keep it in line with the Rules Governing the Listing of Securities (the “Listing Rules”) on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”).

The Audit 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.

Terms of Reference of the Audit Committee can be viewed here.

The Board has delegated responsibility to the Audit Committee to review the Group's risk management and internal control matters semi-annually.

Remuneration Committee

The Remuneration Committee is comprised of the following members with the current composition as set out below:
 
Chairman of the Remuneration Committee:
Mark Searle (Independent Non-Executive Director)
 
Members of the Remuneration Committee:
James Mellon (Non-Executive Chairman of the Board)
Adrian Chan (Independent Non-Executive Director)

The Remuneration Committee was established on 5 November 2004, with its specific written terms of reference which deal with its authority and duties. Its terms of reference were amended from time to time to keep it in line with the Listing Rules.

The Remuneration Committee is responsible to determine, with delegated responsibility, remuneration packages of individual Executive Directors and senior management and to review the remuneration packages of Non-Executive Directors including Independent Non-Executive Directors. 

Terms of Reference of the Remuneration Committee can be viewed here.

Nomination Committee

The Nomination Committee is comprised of the following members with the current composition as set out below:
 
Chairman of the Nomination Committee:
James Mellon (Non-Executive Chairman of the Board)
 
Members of the Nomination Committee:
Jayne Sutcliffe (Non-Executive Director)
Mark Searle (Independent Non-Executive Director)
Adrian Chan (Independent Non-Executive Director)
Ihsan Al Chalabi (Independent Non-Executive Director)

The Nomination Committee was established on 13 March 2012, with its specific written terms of reference which deal with its authority and duties. Its terms of reference were amended from time to time to keep it in line with the Listing Rules. 

The Nomination Committee is mainly responsible for the nomination of Directors of the Company, the review of the Board skills matrix and the composition of the Board, the review of the independence of the Directors of the Company and the support of the regular evaluation of the Board's performance. 

Terms of Reference of the Nomination Committee can be viewed here.

Inside Information Committee

The Inside Information Committee is comprised of the following members with the current composition as set out below:
 
Members of the Inside Information Committee:
Jamie Gibson (Executive Director and Chief Executive Officer)
Other members are not Directors of the Company

The Inside Information Committee was established on 28 January 2013 in view of the statutory disclosure regime in respect of inside information under Part XIVA of the Securities and Futures Ordinance (Cap 571 of the Laws of Hong Kong) (the “SFO”) and the Listing Rules.

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

Investment Committee

The Investment Committee is comprised of the following members with the current composition as set out below:
 
Chairman of the Investment Committee:
James Mellon (Non-Executive Chairman of the Board)
 
Member of the Investment Committee:
Jamie Gibson (Executive Director and Chief Executive Officer)

The Investment Committee was established on 13 July 2006 to oversee the investments of the Group.