SFK Construction Holdings Limited (the “Company”) is committed to sound corporate governance practices.  The Company recognises that corporate governance practices are fundamental to the smooth, effective and transparent operation of a company and its ability to attract investment, protect the rights of shareholders and stakeholders, and enhance shareholder value. The directors of the Company (the “Directors”) believe that good corporate governance is a key element to success.

The Company view that the Board of Directors (the “Board”) should include a balanced composition of executive and independent non-executive Directors so that there is a strong independent element on the Board, which can effectively exercise independent judgment. The Board currently consists of seven Directors, comprising three executive Directors, namely Mr. Chan Ki Chun (Chairman and Managing Director), Mr. Yung Kim Man and Mr. Yeung Cho Yin William, and three independent non-executive Directors, namely Mr. Jim Fun Kwong Frederick and Mr. Chan Kim Hung Simon and Dr. Kou Zhihui.

The powers and duties of the Board include convening general meetings and reporting the Board’s work at our shareholders’ meetings, determining our business and investment plans, preparing our annual financial budgets and final reports, formulating proposals for profit distributions and for exercising other powers, functions and duties as conferred by our Memorandum and Bye-laws.

The Board has established the audit committee, remuneration committee and nomination committee with specific terms of reference which deal clearly with their authority and duties.

List of Directors and Their Role and Function

The Company has established the audit committee on 19 November 2015 with written terms of reference in compliance with Rule 3.21 of the Listing Rules and paragraph C.3 of the Corporate Governance Code as set out in Appendix 14 to the Listing Rules. The audit committee consists of three members, namely Mr. Jim Fun Kwong, Frederick, Mr. Chan Kim Hung, Simon and Dr. Kou Zhihui. Mr. Jim Fun Kwong, Frederick has been appointed as the chairman of the audit committee, and is our independent non-executive Director with the appropriate professional qualifications. The primary duties of the audit committee are to assist the Board by providing an independent view of the effectiveness of the financial reporting process, risk management and internal control systems of the Group, to oversee the audit process, to develop and review our policies and to perform other duties and responsibilities as assigned by our Board.

Terms of Reference of Audit Committee

The Company has established the remuneration committee on 19 November 2015 with written terms of reference in compliance with Rule 3.21 of the Listing Rules and paragraph B.1 of the Corporate Governance Code as set out in Appendix 14 to the Listing Rules. The remuneration committee has three members, namely Mr. Yeung Cho Yin, William, Mr. Chan Kim Hung, Simon and Mr. Jim Fun Kwong, Frederick. Mr. Chan Kim Hung, Simon has been appointed as the chairman of the remuneration committee. The primary duties of the remuneration committee are to establish and review the policy and structure of the remuneration for our Directors and senior management and make recommendations on employee benefit arrangement.

Terms of Reference of Remuneration Committee

The Company has established the nomination committee on 19 November 2015 with written terms of reference in compliance with paragraph A.5 of the Corporate Governance Code as set out in Appendix 14 to the Listing Rules. The nomination committee consists of three members, namely Mr. Chan Ki Chun, Mr. Chan Kim Hung, Simon and Dr. Kou Zhihui. Mr. Chan Ki Chun has been appointed as the chairman of the nomination committee. The primary duties of the nomination committee are to make recommendations to our Board on the appointment of members of our Board.

Terms of Reference of Nomination Committee