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KINGSTON FINANCIAL GROUP LIMITED

(Stock code: 1031)

 

Corporate Governance

The Company is committed to establishing and maintaining high standards of corporate governance and has adopted the principles of all applicable code provisions of the Code on Corporate Governance Practices as set out in Appendix 14 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") as its own code on corporate governance practices.

 

Audit committee

The Company established the audit committee with written terms of reference in compliance with Rule 3.21 and Rule 3.22 of the Listing Rules. The main duties of the audit committee are, among other things, to review and supervise the financial reporting and internal control systems of the Company.

Terms of Reference of the Audit Committee

The audit committee comprises of Mr. Lau Man Tak as the chairman, Dr. Wong Yun Kuen and Mr. Yu Peter Pak Yan as members.

 

Remuneration committee

The Company established the remuneration committee in compliance with Appendix 14 of the Listing Rules. The main duties of the remuneration committee are to evaluate and make recommendations to the Board regarding the remuneration of the chief executive officer(s) and other executive Directors. In addition, the remuneration committee conducts reviews of the performance of the senior management, and determines the remuneration policies and structure of the senior management.

Terms of Reference of the Remuneration Committee

The remuneration committee comprises of Mr. Yu Peter Pak Yan as the chairman, Dr. Wong Yun Kuen and Mr. Lau Man Tak as members.

 

Nomination Committee

The Company established the nomination committee on [19] March 2012. The main duties of the nomination committee are to review the structure, size and composition of the Board, and make recommendations to the Board regarding candidates to fill in vacancies of the Board.

Terms of Reference of the Nomination Committee

The nomination committee comprises of Dr. Wong Yun Kuen as the chairman, Mr. Lau Man Tak and Mr. Yu Peter Pak Yan as members.

 

Model code for securities transactions by directors

The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers set out in Appendix 10 of the Listing Rules as the Company's code of conduct and rules governing dealings by all Directors in the securities of the Company.

 

Other information of the Company

*  List of Directors and their Roles and Functions

*  The Memorandum of Association and the Bye-Laws of the Company

*  The procedures for shareholders to propose a person for election as a director of the Company