Corporate Governance

Mr. Wilfred WONG Ying-wai (“Mr. WONG”) was appointed as an Executive Director and Executive Deputy Chairman of the Board in December 2007 and re-designated as the Chairman of the Board and appointed as the Chief Executive Officer of the Company with effect from 1 July 2012. He is also a member of the remuneration committee, the nomination committee and the executive committee of the Company and a director of certain subsidiaries of the Company.

Mr. WONG is also an executive director of Synergis Holdings Limited (“Synergis”) and the chairman of the board of directors of Synergis. He is deemed to be one of the substantial shareholders of the Company through Neo Summit Limited under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (the “SFO”).

Mr. WONG joined the administrative officer grade of the Hong Kong Government in 1975 and served in a number of key positions including Deputy Secretary for the Civil Service and Deputy Director – General of Industry. Mr. WONG joined the private sector in 1992 and since then, he had held top management positions in a number of Hong Kong listed companies in property development and construction business sectors including K. Wah International Holdings Limited, Henderson China Holdings Limited and the Shui On Group.

Mr. WONG started his political career at the national level when he was appointed as a member of The Basic Law Consultative Committee (1985-1990) by the Central People’s Government. He was subsequently appointed by The National People’s Congress of the People’s Republic of China (“NPC”) as a member of the Preliminary Working Committee for the Hong Kong Special Administrative Region (the “HKSAR”) Preparatory Committee in 1993 and a member of the HKSAR Preparatory Committee in 1995, both bodies were responsible for the transitional policies and arrangements relating to the establishment of the HKSAR Government in 1997. Mr. WONG was a Deputy to the NPC during the period from 1997 to 2013.

Mr. WONG’s public service continues through his participation in a number of councils and committees in Hong Kong. He is currently the chairman of Hong Kong Arts Development Council; the chairman of Standing Commission on Civil Service Salaries and Conditions of Service; the chairman of The Hong Kong International Film Festival Society Limited; the chairman of Hong Kong Baptist University Foundation; the chairman of the Pacific Basin Economic Council; the chairman of Hong Kong Institute for Public Administration and a member of Hong Kong Film Development Council. He was the chairman of the Court and Council of the Hong Kong Baptist University during the period from 2007 to 2012.

For his distinguished public service, Mr. WONG was awarded the Silver Bauhinia Star by the Government of the HKSAR in 2007. He was educated at Harvard University (MPA), University of Oxford, The University of Hong Kong (BSoc.Sc.) and The Chinese University of Hong Kong.

Mr. WONG is currently an independent non-executive director of Xinyi Glass Holdings Limited, which is listed on the main board of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”).

Dr. Catherine CHU joined the Group in February 2009 and was appointed as an Executive Director on 11 September 2009. She is also a member of the executive committee of the Company and a director of certain subsidiaries of the Company.

Dr. Catherine CHU is also an executive director and a member of executive committee of the board of directors of Synergis. Dr. Catherine CHU has the overall responsibility for formulating and overseeing the strategic development of the Group’s business operations and internal corporate functions. Dr. Catherine CHU holds a PhD in Change Management, Master of Science in Management Information Systems and a Bachelor of Science in Management, all from the London School of Economics and Political Science in the United Kingdom. Prior to joining the Group, she worked as a consultant and researcher for a global management consulting firm and established corporations with main focus in providing corporate strategy analysis and solution advisory services in the United Kingdom.

Dr. Catherine CHU is the sister of Dr. Kenneth CHU Ting-kin, a Non-executive Director of the Company.

Dr. Barry John BUTTIFANT (“Dr. BUTTIFANT”) was appointed as an Executive Director on 22 February 2008 and re-designated as a Non-executive Director on 19 March 2009 and then further re-designated as an Executive Director on 26 April 2011. He is also a member of the executive committee of the Company and a director of certain subsidiaries of the Company.

Dr. BUTTIFANT is also a non-executive director of Synergis. He is a fellow member of the Association of Chartered Certified Accountants, the Hong Kong Institute of Certified Public Accountants, the Chartered Management Institute, The Hong Kong Management Association and The Hong Kong Institute of Directors.

Dr. BUTTIFANT, being a person distinguished in eminence and by attainments, was admitted to the degree of Honorary Doctorate of Business Administration (Honoris Causa) by Edinburgh Napier University in February 2013. Dr. BUTTIFANT is currently an independent non-executive director of Giordano International Limited and Daiwa Associate Holdings Limited, both of which are listed on the Stock Exchange. He is also a non-executive director of China Nepstar Chain Drugstore Ltd., which is listed on the New York Stock Exchange and a non-executive director of Global-Tech Advanced Innovations Inc., which is currently listed on NASDAQ. He was an executive director of IDT International Limited. He has been resident in Hong Kong for over 34 years.

Mr. Joseph CHOI Kin-hung (“Mr. CHOI”) was appointed as an Executive Director on 22 March 2013. He is also a member of the executive committee of the Company, managing director of Hsin Chong Constrution Company Limited and a director of certain subsidiaries of the Company. He oversees the overall construction business of the Group.

Mr. CHOI joined the Group in August 2009 as the assistant managing director and was subsequently promoted to managing director of the construction business in July 2012. He has over 43 years of multi-dimensional and multi-functional experience across contracting and client organisations in Hong Kong, Chinese Mainland, Taiwan, Macau and overseas. Before joining the Group, he was the general manager for the Kowloon-Canton Railway Corporation and MTR Corporation Limited responsible for the design and construction of various new railway lines. He brings with him invaluable experience in construction, property development and project management at most senior level.

Mr. CHOI graduated from the University of Aston in Birmingham, United Kingdom with a degree of Bachelor of Science in Civil Engineering. He is a Fellow of the Hong Kong Institution of Engineers; Fellow of The Hong Kong Institution of Highways and Transportation; Member of the Institution of Civil Engineers, UK; a Chartered Engineer, UK; and a Registered Professional Engineer, Hong Kong. Mr. CHOI is a director of Engineering Forum Limited and a member of Engineers Registration Board. He is also a member of Departmental Advisory Committee for the Department of Civil and Environmental Engineering, The Hong Kong Polytechnic University; a council member of Hong Kong Contractor Association; and a council member of The Hong Kong Institution of Highways and Transportation.

Dr. Kenneth CHU Ting-kin (“Dr. Kenneth CHU”) was the Chairman of the Board up to 30 June 2012 and he remains as a Non-executive Director of the Company. He is also a member of the audit committee of the Company and was a non-executive chairman of Synergis up to 30 June 2012.

Dr. Kenneth CHU is a director of Upper Luck Holdings Limited, Mission Hills Golf Club Limited and Carrick Worldwide Limited, all of which are the substantial shareholders of the Company. Dr. Kenneth CHU is the chairman and chief executive officer of Mission Hills Group and is responsible for planning and managing the construction and design of sports and property assets of Mission Hills Group, including championship golf courses and residential properties. Dr. Kenneth CHU, together with the late Dr. David CHU Shu-ho were named by the “Golf Inc.” as one of the top 35 most influential persons (ranked 9th) in the golf world in 2010. He has over 16 years of experience in property and golf asset development, and has been managing Mission Hills Group in developing assets by blending sports, business, culture, leisure and living components. Dr. Kenneth CHU has been actively involved in community services in China and Hong Kong to promote interaction and collaboration between China and Hong Kong’s young business leaders, including being a member of Chinese People’s Political Consultative Conference of Hainan Committee, a standing committee member of All-China Youth Federation, a vice chairman of Hong Kong United Youth Association, a standing committee member of Tianjin Youth Federation and a director of Hong Kong Chiu Chow Chamber of Commerce. He is currently a National Committee Member of the Chinese People’s Political Consultative Conference. He was educated at The University of Western Ontario in Canada. He was honored with a Doctorate of Laws by his alma mater for his contributions in sports leisure development and community services in China and Hong Kong.

Dr. Kenneth CHU is the brother of Dr. Catherine CHU, an Executive Director of the Company.

Hon. Jeffrey LAM Kin-fung (“Mr. LAM”) was appointed as an Independent Non-executive Director in August 2002. He is also the chairman of the nomination committee and a member of each of the audit committee and remuneration committee of the Company.

Mr. LAM is currently a National Committee Member of the Chinese People’s Political Consultative Conference. He also holds a number of other public and community service positions including being a member of the Legislative Council of the HKSAR, the chairman of Mega Events Funds Assessment Committee, a member of the board of the West Kowloon Cultural District Authority, a council member of Hong Kong Trade Development Council and a general committee member of the Hong Kong General Chamber of Commerce. Mr. LAM was appointed as a member of HKSAR Fight Crime Committee and a non-official member of the Executive Council of the HKSAR in 2012. He is also a board member of the Airport Authority Hong Kong.

Mr. LAM was awarded the Gold Bauhinia Star by the Government of the HKSAR in 2011. He holds a Bachelor Degree from Tufts University in the United States of America. He has over 32 years of experience in the toy industry and is currently the managing director of Forward Winsome Industries Limited which is engaged in toy manufacturing. Besides, Mr. LAM is an independent nonexecutive director of C C Land Holdings Limited, Wynn Macau, Limited, China Overseas Grand Oceans Group Limited, Sateri Holdings Limited and Chow Tai Fook Jewellery Group Limited, all of which are listed on the main board of the Stock Exchange.

Hon. Abraham SHEK Lai-him (“Mr. SHEK”) was appointed as an Independent Non-executive Director on 23 January 2008. He is also the chairman of the remuneration committee and a member of the nomination committee of the Company.

Mr. SHEK is currently a member of the Legislative Council of the HKSAR representing the real estate and construction functional constituency. He is a member of the Court of The Hong Kong University of Science and Technology, a member of the Court and the Council of The University of Hong Kong and the vice chairman of Independent Police Complaints Council.

Mr. SHEK was awarded the Silver Bauhinia Star by the Government of the HKSAR in 2007. He graduated from the University of Sydney, Australia with a degree of Bachelor of Arts.

Mr. SHEK is currently a non-executive director of The Hong Kong Mortgage Corporation Limited; the chairman and an independent non-executive director of Chuang’s China Investments Limited and the vice chairman and an independent non-executive director of ITC Properties Group Limited. He is also an independent non-executive director of MTR Corporation Limited, Country Garden Holdings Company Limited, Hop Hing Group Holdings Limited, ITC Corporation Limited, Lifestyle International Holdings Limited, Midas International Holdings Limited, NWS Holdings Limited, Chuang’s Consortium International Limited, Paliburg Holdings Limited, SJM Holdings Limited, Titan Petrochemicals Group Limited, China Resources Cement Holdings Limited, Dorsett Hospitality International Limited (formerly known as Kosmopolito Hotels International Limited) and Lai Fung Holdings Limited, all of which are listed on the main board of the Stock Exchange. He is also an independent non-executive director of Eagle Asset Management (CP) Limited, which is the manager of Champion Real Estate Investment Trust (“Champion REIT”), and Regal Portfolio Management Limited, which is the manager of Regal Real Estate Investment Trust (“Regal REIT”). Both Champion REIT and Regal REIT are listed on the main board of the Stock Exchange. He was also appointed as an independent non-executive director of Jetstar Hong Kong Airways Limited in February 2013.

Mr. Alexander MAK Kwai-wing (“Mr. MAK”) was appointed as an Independent Non-executive Director on 5 June 2009. He is also the chairman of the audit committee of the Company.

Mr. MAK graduated from The University of Hong Kong with a degree of Bachelor of Social Science. He is a fellow member of CPA Australia and associate member of The Taxation Institute of Hong Kong. Mr. MAK has over 34 years of experience in the taxation field. He has extensive experience in Hong Kong corporate and individual tax planning and has assisted a vast number of clients in South East Asia in developing effective tax strategies to minimize their tax exposure in the region. As an expert in Hong Kong, United States and international taxation, Mr. MAK is frequently invited to speak at tax seminars organized by various professional associations and educational institutions. He is a frequent contributing author to various local and international newspapers and professional journals. Mr. MAK was formerly an assessor with the Inland Revenue Department. In July 2006, he joined Mazars Tax Services Limited (“Mazars”) as an executive director and then became its managing director in January 2008. Before joining Mazars, Mr. MAK was the partner of Ernst & Young in tax services and took an early retirement in January 2004 to pursue his governorship of Rotary International District 3450 and also his own consulting business.

Currently, Mr. MAK is the treasurers of H5N1 Concern Group and The Hong Kong International Film Festival Society Limited; a consultant of Hong Kong Professional Consultants Association; a member of Tax specialization Development Committee of Hong Kong Institute of Certified Public Accountants and School Management Committee of Hotung Secondary School. Previously, Mr. MAK had served as the president of The Taxation Institute of Hong Kong; the vice chairman of Steering Committee of Hong Kong Network of Virtual Enterprises; the governor of Rotary International District 3450; the chairman of Practice Firm Steering Committee of Hong Kong Institute of Vocational Education (Tsing Yi) and District Rotary Foundation Committee of Rotary International District 3450; a treasurer of The Hong Kong Road Safety Association and Senior Citizen Home Safety Association; a member of taxation committee of Hong Kong Institute of Certified Public Accounts; a member of the Road Safety Council, Joint Liaison Committee on Taxation, Hospital Authority Public Complaints Committee, Hospital Governing Committee of Hong Kong Eye Hospital and Kowloon Hospital; and a part-time member of Hong Kong Government’s Central Policy Unit.

Mr. MAK is currently an independent non-executive director of Tianjin Development Holdings Limited, which is listed on the main board of the Stock Exchange.