Corporate Governance

Board Committees

The Audit, Remuneration and Nomination Committees are set up by the Board with their roles and authorities delegated by the Board, which are set out in their respective terms of reference.

Audit Committee

The Audit Committee was set up to review, oversee and monitor the Group's financial reporting system and internal control procedures.

The membership of the Committee comprises all the Independent Non-Executive Directors of the Company:

  • Mr. Chan Kai Nang (Independent Non-Executive Director) Chairman
  • Mr. Pao Ping Wing (Independent Non-Executive Director) Member
  • Mr. Young Chun Man, Kenneth (Independent Non-Executive Director) Member

Download Terms of Reference

Remuneration Committee

The Remuneration Committee was set up to make recommendations to the Board on policy relating to the remuneration of Directors and senior management of the Company. No Director shall be involved in deciding his or her own remuneration. In compliance with the Listing Rules, the majority of the members of the Committee are Independent Non-Executive Directors.

The membership of the Committee comprises:

  • Mr. Chan Kai Nang (Independent Non-Executive Director) Chairman
  • Mr. Pao Ping Wing (Independent Non-Executive Director) Member
  • Ms. Chan Wai Ling (Executive Director) Member

Download Terms of Reference

Nomination Committee

The Nomination Committee was set up to review and assess the structure, size and composition of the Board and to identify and make recommendation to the Board on the selection, appointment or re-appointment for directorship.

The membership of the Committee comprises:

  • Mr. Chan Hing Tat (Chairman and Executive Director) Chairman
  • Mr. Chan Kai Nang (Independent Non-Executive Director) Member
  • Mr. Pao Ping Wing (Independent Non-Executive Director) Member

Download Terms of Reference

Bye-laws

Download The Company's Bye-laws

Nomination Procedures for directors

Download

Whistleblowing Policy

The Group has adopted a Whistleblowing Policy to govern the practice and procedures for receiving, reviewing, and investigating into and reports and complaints on conduct which is intended to cause or may cause financial or non-financial loss to the Group or be otherwise detrimental to the interests of the Group or in contravention of the Code of Conduct of the Group (including criminal, fraudulent or unethical, corruption, money laundering and anti-competition conduct, and malpractice).

Every reported case will reach the Business Ethic Committee (“BEC”) direct. The BEC is a committee formed by the board of directors of the Company with independent non-executive director being the majority. Each and every reported case will be handled with confidentiality by the BEC. The identity of and information provided by the Whistleblower will not be disclosed or divulged.

Reports may be made via email to BEC direct at its designated email address: report@soundwill.com.hk.