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HKBN Ltd. — Board/Management Information 2022
Sep 1, 2022
49841_rns_2022-09-01_a263eb83-b1a4-4674-aeda-ce4cc7a13dcc.pdf
Board/Management Information
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
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HKBN Ltd. 香港寬頻有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1310)
ANNOUNCEMENT IN RELATION TO
(1) ESTABLISHMENT OF ENVIRONMENTAL, SOCIAL AND GOVERNANCE COMMITTEE; (2) APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR AND MEMBERS OF BOARD COMMITTEES; AND (3) APPOINTMENT OF THE CHAIRMAN AND MEMBERS OF ENVIRONMENTAL, SOCIAL AND GOVERNANCE COMMITTEE
The board of directors (the “ Board ”) of HKBN Ltd. (the “ Company ”) announces that with effect from 1 September 2022:
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the Environmental, Social and Governance Committee of the Company (the “ ESG Committee ”) has been established;
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Ms. Edith Manling Ngan (“ Ms. Ngan ”) has been appointed as an Independent Non-executive Director of the Company, the chairman of the ESG Committee, and a member of the Audit Committee, the Nomination Committee and the Remuneration Committee of the Company; and
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Mr. Ni Quiaque Lai, Mr. Agus Tandiono and Mr. Stanley Chow have been appointed as members of the ESG Committee.
ESTABLISHMENT OF ENVIRONMENTAL, SOCIAL AND GOVERNANCE COMMITTEE
The Board announces that the ESG Committee was established by the Company on 1 September 2022.
The main responsibilities of the ESG Committee include (i) reviewing and monitoring the Company’s environmental, social and governance (“ ESG ”) strategies, policies and practices; (ii) reviewing and monitoring the Company’s ESG risk management and internal control systems; (iii) reviewing major ESG trends and related risks and opportunities; (iv) reviewing the Company’s ESG report; (v) supervising and reviewing the work of the Company’s ESG working group; (vi) assessing and reviewing the Company’s ESG performance; and (vii) performing other ESG related duties delegated by the Board.
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APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR AND MEMBERS OF BOARD COMMITTEES
The Board also announces that Ms. Ngan has been appointed as an Independent Non-executive Director of the Company, the chairman of the ESG Committee, and a member of the Audit Committee, the Nomination Committee and the Remuneration Committee of the Company with effect from 1 September 2022.
The biographical details of Ms. Ngan are as follows:
Ms. Edith Manling Ngan, aged 57, is an independent non-executive director and a member of the audit committee of Tencent Music Entertainment Group, an independent non-executive director, chairman of the audit committee and a member of the remuneration committee of Blue Moon Group Holdings Limited, an independent non-executive director, chairman of the audit committee and a member of the remuneration committee, nomination committee, risk committee and compliance committee of Asia Financial Holdings Limited and an independent non-executive director of Swire Pacific Limited. She was an independent non-executive director and a member of the audit committee and risk committee of Blue Insurance Limited from 2018 to May 2022. Prior to her retirement in 2017 as regional managing director, East Asia of the Royal Institution of Chartered Surveyors, she was chief executive from 2012 to 2016 of the Hong Kong Securities and Investment Institute. Between 1996 and 2010, Ms. Ngan had worked for ABN AMRO Fund Services (Asia) Ltd, Principal International (Asia) Ltd. and Invesco Asia Limited in regional management roles before she moved to non-profits and served as an executive director of the Asia Society Hong Kong Center between 2010 and 2012. Ms. Ngan is a member of the Hong Kong SAR Government Standing Committee on Disciplined Services Salaries and Conditions of Service, and also a member of the Investment Sub-Committee of Beat Drugs Fund Association and Investment Committee of Quality Education Fund. She was a member of the Hong Kong SAR Government Standing Commission on Civil Service Salaries and Conditions of Service from 2018 to 2021. She is a Court Member of Lingnan University since 2019 and was a Council Member from 2012 to 2018. Ms. Ngan holds a bachelor’s degree in industrial engineering and engineering management from Stanford University and is a fellow of the Institute of Chartered Accountants in England and Wales, the Hong Kong Institute of Certified Public Accountants and the Hong Kong Institute of Directors.
Ms. Ngan has confirmed that she meets the independence criteria as set out in Rule 3.13 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”).
As at the date of this announcement, save as disclosed above, Ms. Ngan (i) does not have any relationship with any other directors, senior management, substantial or controlling shareholders of the Company; (ii) is not interested or deemed to be interested in any shares or underlying shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance; (iii) has not held any other directorships in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years; and (iv) does not hold any other position with the Company or any of its subsidiaries.
Ms. Ngan will hold office until the first general meeting of the Company after her appointment and shall then be eligible for re-election at that meeting, and thereafter will be subject to retirement by rotation and re-election at the Company’s annual general meeting in accordance with the articles of association of the Company.
Ms. Ngan is entitled to the director’s fee determined by the Board, currently fixed at the level of HK$628,000 per annum.
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Save as disclosed above, there is no information which is required to be disclosed pursuant to any of the requirements of the provisions under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there is no other matter that needs to be brought to the attention of the shareholders of the Company in relation to the appointment of Ms. Ngan.
APPOINTMENT OF THE CHAIRMAN AND MEMBERS OF ENVIRONMENTAL, SOCIAL AND GOVERNANCE COMMITTEE
With effect from 1 September 2022, Ms. Ngan, the Independent Non-executive Director of the Company, has been appointed as the chairman of the ESG Committee; Mr. Ni Quiaque Lai, the Executive Director of the Company, Mr. Agus Tandiono, the Non-executive Director of the Company, and Mr. Stanley Chow, the Independent Non-executive Director of the Company, have been appointed as members of the ESG Committee.
By order of the Board HKBN Ltd. Bradley Jay HORWITZ Chairman
Hong Kong, 1 September 2022
As at the date of this announcement, the Board comprises:
Executive Directors Independent Non-executive Directors Mr. Chu Kwong YEUNG Mr. Bradley Jay HORWITZ (Chairman) Mr. Ni Quiaque LAI Ms. Edith Manling NGAN Mr. Stanley CHOW Non-executive Directors Mr. Quinn Yee Kwan LAW, SBS, JP
Non-executive Directors Mr. Agus TANDIONO Ms. Shengping YU Mr. Zubin Jamshed IRANI
Where the English and the Chinese texts conflict, the English text prevails.
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