Winsor Properties

Board of Directors
The Board of Directors of the Company (the “Board”) is responsible for determining the overall strategies and policies and approving the business plan of the Group, and ensuring the Group’s business operations are properly planned, authorised, undertaken and monitored. The implementation of strategies and policies and day-to-day operations of the Group’s business are delegated to the management led by the Managing Director. All policy matters of the Group, material transactions or transactions where there is a conflict of interests are reserved for the Board’s decision. The principal functions of the Board are:

to determine the overall objectives, strategies, policies and business plan of the Group;
to monitor and control operating and financial performance;
to approve major funding, investment and divestment proposals;
to oversee the processes for evaluating the adequacy of internal controls, risk management, financial reporting and compliance;
to approve the nominations of directors and appointment of key personnel; and
to assume responsibility for corporate governance.

The Board as now constituted comprises three Executive Directors, two Non-Executive Directors and three Independent Non-Executive Directors. Quarterly meetings are scheduled in advance to facilitate the maximum attendance.

Chairman and Chief Executive Officer
Dr. Cheng Wai Chee, Christopher is the Non-Executive Chairman of the Board. Mr. Chow Wai Wai, John, Managing Director, is the Chief Executive Officer of the Group. Their roles are segregated.

The Chairman of the Board is responsible for:

providing leadership for the Board;
ensuring that the Board functions effectively and discharges its responsibilities, and that all key and appropriate issues are discussed by the Board in a timely and constructive manner;
ensuring the provision of adequate information, which must be complete and reliable, to Directors in a timely manner;
ensuring that good corporate governance practices and procedures are established;
facilitating the effective contribution of Non-Executive Directors and ensuring constructive relations between Executive and Non-Executive Directors; and
ensuring effective communication with shareholders.

The Chief Executive Officer is responsible for, under delegated authority from the Board, the day-to-day management and running of the Group’s businesses and implementation of the strategies and policies set by the Board.

Audit Committee
The Company established an Audit Committee with written terms of reference on 18 December 1998. The Committee as now constituted comprises two Independent Non-Executive Directors and one Non-Executive Director.

The principal duties and functions of the Audit Committee are:

to review the Group’s financial statements;
to review the effectiveness of both the external and internal audits and of internal controls and risk evaluation;
to consider the appointment and remuneration of the external auditor; and
to consider external and internal audit plans and findings.

Remuneration Committee
The Company established a Remuneration Committee with written terms of reference on 1 April 2005. The Committee as now constituted comprises two Independent Non-Executive Directors and the Managing Director.

The principal duties and functions of the Remuneration Committee are:

to make recommendations to the Board regarding the Company’s policy and structure for all remuneration of Directors and senior management and on the establishment of a formal and transparent procedure for developing policy on such remuneration;
to determine the specific remuneration packages of all Executive Directors and senior management;
to make recommendations to the Board of the remuneration of Non-Executive Directors; and
to review and approve performance-based remuneration by reference to corporate goals and objectives resolved by the Board from time to time.

Nomination Committee
The Company established a Nomination Committee with written terms of reference on 29 March 2007. The Committee as now constituted comprises two Independent Non-Executive Directors and one Non-Executive Director.

The principal duties and functions of the Nomination Committee are:

to review the structure, size and composition (including the skills, knowledge and experience) of the Board and make recommendations to the Board regarding any proposed changes as and when necessary;
to identify and nominate qualified individuals to the Board for appointment as additional Directors or to fill Board vacancies as and when they arise;
to assess the independence of Independent Non-Executive Directors; and
to make recommendations to the Board on relevant matters relating to the appointment or re-appointment of Directors and succession planning for Directors, in particular the Chairman of the Board and the Managing Director.