Page 113 - Hang Lung Properties 2012 Annual Report

3. ౤Τʿᑚཇ։ࡰึ
౤Τʿᑚཇ։ࡰึ׵ɚཧཧɧϋணͭdͦ
ۃϓࡰܼ̍ʞΤዹͭڢੂБ໨ԫdʱй މ
࿋ݡਃ઺બ€։ࡰึ˴ࢩeࢀԳଣ΋͛e
ቍဏඓ௹ɻe௓ᆀ׋ɾɻʿОᆓሾ΋͛f
༈։ࡰึ֛ಂᑘБึᙄ˸ᄲቡϞᗫɛɢ༟
๕ʘᙄᕚdܼ̍ණྠᑚཇݖ࿴ʘࠠɽҷᜊ
ʿᅂᚤੂБ໨ԫձ৷ॴ၍ଣɛࡰʘૢಛʿ
ૢ΁ʘࠠɽҷᜊf׵ɚཧɓɚϋd։ࡰึ
ᑘБəɧϣึᙄd˸ᄲቡ€Չʕܼ̍໨ԫ
҅ʘϓࡰݖ࿴ʿ໨ԫᑚཇf
ʮ̡ʿ ࠰ಥʹ׸ הʘၣࠫѩ༱Ϟ։ࡰึʘ
ᔖᛆᇍఖdᙕ׼ՉԉЍʿᔖபd˸Զᓭ
ᚎf༈ᔖᛆᇍఖ຾ਞ๫อΆุ၍طςۆϾ
ʚ˸ᄲቡʿܝࠈࡌ ʊܼ̍ʔЭ׵ɪ̹஝ ۆ
ה஝֛ʘՈ᜗ᔖபdԨ຾໨ԫ҅મॶf
׵ɚཧɓɚϋd։ࡰึʊᄵБٙ˴ࠅᔖப
νɨj
• Ꮸী໨ԫ҅ʘݖ࿴e஝ᅼʿϓࡰ€ܼ̍
໨ԫʘҦঐeٝᗆձ຾᜕i
• ܲ༟ዝʿ޴ᗫਖ਼ุٝᗆdܿ፯౤ΤϞ
ᗫɛɻ̈΂໨ԫdԨఱϤΣ໨ԫ҅౤
̈ܔᙄi
• ఱ͉ʮ̡Ϟᗫ໨ԫձ৷ॴ၍ଣɛࡰ
ʘᑚཇ݁ഄʿݖ ࿴dΣ໨ԫ҅౤̈
ܔᙄi
• ᔾ֛ࡈйੂБ໨ԫձ৷ॴ၍ଣɛࡰʘ
ᑚཇܙ༾dܼ̍ ፺ږڢ лूeৗ; ږ
ᛆлʿሦᎵږᕘiʿ
• ఱڢੂБ໨ԫʿዹͭ ڢੂБ໨ԫʘཇ
ږΣ໨ԫ҅౤̈ܔᙄf
3. Nomination and Remuneration Committee
A Nomination and Remuneration Committee, set up in 2003, now
comprises five Independent Non-Executive Directors, namely Prof P.W.
Liu (Chairman of the Committee), Mr Ronald J. Arculli, Dr H.K. Cheng,
Ms Laura L.Y. Chen and Mr Dominic C.F. Ho. Regular meetings were
held to review human resources issues, including significant changes
in the salary structure of the Group and terms and conditions affecting
Executive Directors and senior management. The Committee met three
times in 2012 to review, inter alia, the composition of Board members
and Directors’ remuneration.
The terms of reference explaining the Committee’s role, which have
been reviewed and revised with reference to the New Corporate
Governance Code to include as a minimum the specific duties as
stipulated in the Listing Rules, were adopted by the Board and can be
accessed on both our website and the website of HKEx.
The major work performed by the Committee in 2012 included
the following:
• reviewed the structure, size and composition (including the skills,
knowledge and experience) of the Board;
• made recommendations to the Board on the selection of
individuals nominated for directorship in view of the qualifications
and related expertise;
• made recommendations to the Board on the Company’s
policy and structure for all Directors and senior management
remuneration;
• determined the remuneration packages of individual Executive
Directors and senior management, including benefits in kind,
pension rights and compensation payments; and
• made recommendations to the Board on the remuneration
of Non-Executive Director and Independent Non-Executive
Directors.
113