Corporate Governance      |      The Board      |      Chairman and CEO      |      Directors' Independence      |      Board Committees

Corporate Governance

Endurance RP is committed to a high standard of corporate governance, for which the Directors are accountable to the Company.

Endurance RP has applied the principles of The Corporate Governance Code (the “CG Code”) contained in Appendix 14 to The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”) in a manner consistent with best practices of a listed issuer. The primary responsibility for performing the corporate governance functions for the Company, as referred to in the terms of reference set out in Code Provision D.3.1 of the CG Code, rests with the Board of Directors, with the full support of the Company's company secretary and its executive management.

A detailed Corporate Governance Report is included in the Company's Annual Report.

Endurance RP continues to monitor developments in the area of corporate governance as they relate to listed issuers in Hong Kong.

The Code for Securities Transactions

In compliance with Code Provision A.6.4 of the CG Code, Endurance RP has adopted its Code for Securities Transactions by Directors and Relevant Employees, on no less exacting terms as required by the standards contained in The Model Code for Securities Transactions by Directors of Listed Issuers, which are set out in Appendix 10 to the Listing Rules. 

The Code for Securities Transactions by Directors and Employees of the the Group is available here.

Reporting

Endurance RP prepares reports and financial statements to give a true and fair view of its affairs. The Directors acknowledge their responsibility for preparing the accounts and presenting a balanced, clear and comprephensive assessment of the Company's performance, position and prospects. You can view the Group’s annual and interim reports by clicking on this link.

The Group's regulatory filings and press releases can be viewed here.

The Board

The Board currently consists of six Directors.

The biographical details of the Directors in office can be viewed here.

The role of the Board is to provide Endurance RP with good governance and strategic direction. The Board also reviews the Group's control and accountability framework in line with The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the Company's internal charter.

Responsibility for day to day management of the business lies with the executive management team, with the Board agreeing the overall financial plan.

The Directors have agreed to a formal schedule of matters specifically reserved for decision by the Board, including material capital commitments, issuance, purchase or redemption of its securities (including options), significant contracts with any Director and bank borrowings.

To ensure an efficient process, the Board meets regularly. Details of directors' attendance at board and committee meetings are set out in the Company's Annual Report.

Directors receive timely, regular and necessary management and other information to enable them to fulfil their duties, including regular updates of the development in the laws and regulations applicable to Endurance RP. The Board has agreed a procedure for the Directors to have access to independent professional advice at the Company's expense and to the advice and services of the Company Secretary.

Chairman and CEO

The Chairman provides leadership for the Board. He also ensures that the Board works effectively and discharges its responsibilities and that all key and appropriate issues are discussed by the Board in a timely manner.

The Chief Executive Officer is responsible for the day-to-day management of the Company's business.

In order to ensure a balance of power and authority, the roles of the Chairman of the Board and the Chief Executive Officer are segregated and the division of their responsibilities has been established by the respective written terms of reference. The Chairman, however, has delegated the following duties to the Chief Executive Officer or the Company Secretary so that: -
 

(i) the Chief Executive Officer is empowered to draw up and approve the agenda for each Board meeting taking into account, where appropriate, any matters proposed by the other Directors for inclusion in the agenda; and
   
(ii)  the Company Secretary is empowered to, with the guidance from the Chief Executive Officer, despatch the notice, agenda and accompanying Board papers to all Directors in a timely manner.

 

 

Directors' Independence

Corporate governance standards in Hong Kong where Endurance RP is listed require at least three independent non-executive directors on the Board, and that a majority of members of the remuneration committee, audit committee and nomination committee are similarly independent.

In compliance with Rules 3.10(1) and (2) and 3.10A of The Rules Governing the Listing of Securities (the “Listing Rules”) on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”), the Board currently comprises three Independent Non-Executive Directors, namely David Comba, Julie Oates and Mark Searle, representing more than one-third of the Board.

Each of the Independent Non-Executive Directors has confirmed: (i) that he/she (including his/her "immediate family members", as defined under Rule 14A.12(1)(a) of the Listing Rules) complies with each of the independence criteria referred to in Rule 3.13(1) to (8); (ii) that he/she has no past or present financial or other interest in the business of the Company or its subsidiaries or any connection with any core connected person (as such term is defined in the Listing Rules) of the Company; (iii) that he/she does not hold any cross-directorships (which exist when two (or more) Directors sit on each other's boards) or has any significant links with other Directors through involvement in other companies or bodies; (iv) that he/she does not hold more than six listed company directorships; and (v) that there are no other factors that may affect his/her independence.

They have undertaken to inform the Company and the Stock Exchange as soon as practicable if there are any changes of circumstances which may affect his/her independence.

Each of the non-independent Directors has confirmed that he/she considers that each of the Independent Non-Executive Directors continues to be independent under the independence criteria referred to in Rule 3.13(1) to (8) and have proved to be capable of efficiently exercising independent judgement. Amongst them, Julie Oates, has the appropriate professional qualifications and accounting and related financial management expertise required under Rule 3.10(2). Julie Oates and Mark Searle serve on the audit committee, the nomination committee and the remuneration committee of the Company, while Julie Oates is the Chairlady of the audit committee and Mark Searle is the Chairman of the remuneration committee. 

Details of the composition of the various committees of the Board are available from the "List of Directors" on the websites of the Company and the Stock Exchange.

 

Board Committees

The Board has established an Audit Committee, a Remuneration Committee, a Nomination Committee, an Inside Information Committee and an Investment Committee.

Audit Committee

The Audit Committee was established on 11 March 1999, with its specific written terms of reference which deal with its authority and duties. Its terms of reference were recently revised on 12 December 2018 in order to incorporate the amendments brought about by the Consultation Conclusions on "Review of The Corporate Governance Code and Related Listing Rules" issued by the Stock Exchange on 27 July 2018 (the "CG Code Consultation Conclusions"), which were designated to take effect on 1 January 2019.

The committee's purpose is to assist the Board in: (i) providing an independent review of the effectiveness of the Company's financial reporting process; (ii) evaluating and determining the nature and extent of the risks the Board is willing to take in achieving the Company's strategic objectives and ensuring that the Company establishes and maintains appropriate and effective risk management and internal control systems; and (iii) overseeing the audit process and performing other duties and responsibilities as assigned by the Board.

In compliance with Rule 3.21 of The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"), the Audit Committee currently comprises the Non-Executive Chairman of the Board (James Mellon) and two Independent Non-Executive Directors, namely Julie Oates and Mark Searle. The committee is chaired by Julie Oates, who has the appropriate professional qualifications and accounting and related financial management expertise required under Rule 3.10(2).

The terms of reference of the Audit Committee are available here.

The Directors have engaged an independent professional firm to conduct a review of the Group's internal control systems, including financial, operational and compliance.

Remuneration Committee

The Remuneration Committee was established on 5 November 2004, with its specific written terms of reference which deal with its authority and duties first adopted on 18 March 2005 in compliance with the code provisions in B.1 of the former Code on Corporate Governance Practices. Its terms of reference were recently revised on 12 December 2018 in order to incorporate the amendments brought about by the CG Code Consultation Conclusions, which were designated to take effect on 1 January 2019.

In compliance with Rule 3.25 of the Listing Rules, the committee currently comprises the Non-Executive Chairman of the Board (James Mellon) and two Independent Non-Executive Directors, namely Julie Oates and Mark Searle, and is responsible to review and approve the remuneration packages of the Directors. The committee is chaired by Mark Searle.

Since its establishment, the Remuneration Committee has adopted the model where the committee should determine, with delegated responsibility, remuneration packages of individual Executive Directors and senior management, being the model referred to in Code Provision B.1.2(c) of The Corporate Governance Code (the "CG Code"). No Directors or any of their associates are involved in deciding their own remuneration.

The terms of reference of the Remuneration Committee are available here.


Nomination Committee

The Nomination Committee was established on 13 March 2012, with its specific written terms of reference which deal with its authority and duties, in compliance with the code provisions in A.5 of the CG Code. Its terms of reference were recently revised on 11 December 2018 in order to incorporate the amendments brought about by the CG Code Consultation Conclusions, which were designated to take effect on 1 January 2019. In compliance with Code Provision A.5.1 of the CG Code, the committee currently comprises the Non-Executive Chairman of the Board (James Mellon) and two Independent Non-Executive Directors, namely Julie Oates and Mark Searle, and is responsible for the nomination of Directors of the Company and the review of the composition of the Board. The committee is chaired by James Mellon.

The terms of reference of the Nomination Committee are available here.


Inside Information Committee

The Inside Information Committee was established on 28 January 2013 in view of the introduction of the statutory disclosure regime in respect of inside information under the new Part XIVA of the Securities and Futures Ordinance (the “SFO”) and the consequential amendments made to The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”), which took effect on 1 January 2013.

The committee reviews and monitors the compliance of the Company with its statutory disclosure obligations under Part XIVA of the SFO, the Listing Rules and other applicable laws and regulations in respect of disclosure and transparency relevant to the Company.

The committee comprises the Executive Director and Chief Executive Officer (Jamie Gibson) and other members who are not Directors of the Company.

Investment Committee

The Investment Committee was established on 13 July 2006 to oversee the investments of the Group.

The committee comprises the Non-Executive Chairman of the Board (James Mellon) and the Executive Director and Chief Executive Officer (Jamie Gibson).  The committee is chaired by James Mellon.