Page 107 - Hang Lung Group 2012 Annual Report

4. 委任、重選和罷免
遵照本公司之組織章程細則，董事人數三
分之一須於週年大會輪值告退後再獲股東
重選方可連任。此外，每位董事須最少每
三年輪值告退一次，新委任之董事須於緊
接其委任後召開之股東大會獲股東重新選
任。所有該等合資格重選之董事姓名連同
其個人詳細履歷，均會載於股東大會通
告內。
非執行董事及獨立非執行董事之委任有指
定任期，彼等之任職屆滿日期與彼等之預
期輪值告退日期（最少每三年一次）一致。
5. 董事持續專業發展
每位新委任之董事在首次接受委任時均會
獲安排與其他董事和主要行政人員會面，
並會獲得全面、正式兼特為其而設的就任
須知。其後，董事亦會獲得所需的介紹及
專業發展，以確保他們妥善理解本公司之
業務運作，以及完全清楚其本人按照法
規及普通法、上市規則、法律及其他監管
規定，以及本公司的業務及管治政策下的
職責。公司秘書協助董事就任須知及專業
發展之事宜。
本公司鼓勵所有董事參與持續專業發展，
發展並更新其知識及技能，以確保其繼續
在具備全面資訊及切合所需的情況下對董
事局作出貢獻。於二零一二年，本公司為
董事安排主題為《創造可持續的價值》的研
討會及兩次董事局造訪行程。
4. Appointment, Re-election and Removal
In accordance with our articles of association, one-third of the
Directors are required to retire from office by rotation for re-election
by shareholders at an AGM. In addition, every Director is subject
to retirement by rotation at least once every three years, and new
appointments to the Board are subject to re-election by shareholders
at the upcoming general meeting. Names of such Directors eligible for
re-election being accompanied by detailed biographies will be stated in
the notice of the general meeting.
The Non-Executive Director and Independent Non-Executive Directors
are appointed for specific terms, which coincide with their expected
dates of retirement by rotation at least once every three years.
5. Directors’ Continuous Professional Development
Every newly appointed Director will meet with other fellow Directors and
key executives, and will receive a comprehensive, formal and tailored
induction on the first occasion of his/her appointment. Subsequently,
he/she will receive any briefing and professional development necessary
to ensure he/she has a proper understanding of the Company’s
operations and business and full awareness of his/her responsibilities
under statute and common law, the Listing Rules, legal and other
regulatory requirements, and especially the Company’s business and
governance policies. The Company Secretary facilitates induction and
professional development of Directors.
All Directors are encouraged to participate in continuous professional
development to develop and refresh their knowledge and skills to
ensure their contribution to the Board remains informed and relevant.
In 2012, the Company has arranged for Directors a seminar on the
topic of creating sustainable value and two offsite Board trips.
107