CORPORATE GOVERNANCE REPORT Rex International Holding Limited 121 The Executive Chairman leads and ensures the effectiveness of the Board, and his role includes: (a) Promoting a culture of openness and debate at the Board; (b) Facilitating the effective contribution of all Directors; and (c) Promoting high standards of corporate governance. The Executive Chairman sets the Board’s meeting agenda and ensures the quality, quantity and timeliness of the flow of information between the Board and Management to facilitate efficient decision-making. He chairs the Board meetings and encourages Board members to present their views on topics under discussion at the meetings in a boardroom culture that promotes open interaction and contributions by all. He also assists in ensuring compliance with the Group’s guidelines on corporate governance. Externally, the Executive Chairman is the face of the Board and ensures effective communication with shareholders and other stakeholders. Within the Company, the Executive Chairman ensures appropriate relations within the Board, and between the Board and Management, in particular, between the Board and the CEO. The CEO is responsible for the business management and day-to-day operations of the Group. The CEO takes a leading role in developing and expanding the businesses of the Group, including making major business and finance decisions. The CEO also oversees the execution of the Group’s business and corporate strategy as set out by the Board and ensures that the Directors are kept updated and informed of the Group’s businesses. 3.2 The Board has established and set out in writing the division of responsibilities between the Executive Chairman and the CEO. The Executive Chairman’s performance and appointment to the Board was reviewed by the NC. The Executive Chairman and the CEO’s remuneration packages were reviewed by the RC. As the roles of the Executive Chairman and the CEO are separate, and the AC and the RC comprise a majority of Independent Directors of the Company, the Board believes that there are adequate safeguards in place to ensure a balance of power and authority, such that no one individual represents a considerable concentration of power. 3.3 Lead Independent Director The Board has a Lead Independent Director, Mr Pong Chen Yih, to provide leadership in situations where the Executive Chairman is conflicted. The appointment of Mr Pong Chen Yih as the Lead Independent Director, where the Executive Chairman is part of the management team and is not an independent director, is in line with the recommendation under Provision 3.3 of the Code. The Lead Independent Director is a key member of the Board, representing the views of the Independent Directors and facilitating a two-way flow of information between shareholders, the Executive Chairman and the Board. The Lead Independent Director’s role may include chairing Board meetings in the absence of the Executive Chairman, working with the Executive Chairman in leading the Board, and providing a channel to Non-Executive Directors for confidential discussions on any concerns and to resolve conflicts of interest as and when necessary. Mr Pong Chen Yih is also chairman of the NC and the RC. The NC is responsible for conducting annual performance evaluation and development succession plans for the Executive Chairman and the CEO; while the RC is responsible for designing and assessing the Executive Chairman and the CEO’s remuneration.
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